Common use of Collateral Matters Clause in Contracts

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them the Security Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesprovided above, and each holder the Collateral Agent will not release any of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the provisions of this Agreement or foregoing, the Collateral DocumentsAgent may, and in its discretion, release such Collateral Agent’s Liens on Collateral valued in the exercise by the Required Lenders or the Required Facility Lenders, as applicable, aggregate not in excess 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, $2,500,000 during each Fiscal Year without the necessity prior written authorization of any notice to or further consent from any Lender, from time so long as all proceeds received in connection with such release are applied to timethe Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to take reflect the deletion of any action with respect assets subject to any Collateral or Collateral Documents which may such release, Availability shall be necessary no less than the Availability immediately prior to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documentssuch release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In addition, the Lenders hereby irrevocably authorize (x) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) and (y) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case as specified case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 9.12, 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 7.04, Section 10.01 and Section 10.24, 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders and the other Secured Parties to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank a) The Security Agreement, upon execution and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note delivery thereof by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental parties thereto, shall be authorized and binding upon all will create in favor 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, for the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms benefit of the Loan DocumentsSecured Parties, this Section 9.12, Section 7.04, Section 10.01 a valid and Section 10.24. The Collateral Agent shall have no obligation whatsoever enforceable (subject to the Lenders enforceability that may be limited by Debtor Relief Laws or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty general principles of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own equity) security interest in the Collateral and (i) when any Collateral constituting certificated securities (as one defined in the UCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Security Agreement will constitute a perfected security interest in all right, title and interest of the Lenders pledgors thereunder in such Collateral, prior and that superior to all other security interests in such Collateral, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral to the extent perfection of a security interest in such Collateral can be obtained by filing UCC financing statements, prior and superior to all other security interests in (x) such Collateral (other than Pledged Equity or Pledged Collateral (as such terms are defined in the Security Documents) evidenced by certificates), except in the case of Permitted Liens which are prior as a matter of law and (y) Pledged Equity or Pledged Collateral evidenced by certificates, except in the case of Permitted Liens arising pursuant to any Legal Requirement. (b) Each Mortgage, upon execution and delivery thereof by the party or parties thereto, will create in favor of the Collateral Agent shall have no duty Agent, for the benefit of the Secured Parties, a valid and enforceable (subject to enforceability that may be limited by Debtor Relief Laws or liability whatsoever general principles of equity) Lien on all the applicable mortgagor’s right, title and interest in and to the Lendersapplicable Mortgaged Property covered thereby and the proceeds thereof, and when such Mortgage has been filed in the jurisdiction(s) specified therein, such Mortgage will constitute a perfected Lien on all right, title and interest of the mortgagors in the Mortgaged Property covered thereby and the proceeds thereof, prior and superior to any other Liens except for its gross negligence or willful misconduct (in the case of Permitted Liens which are prior as determined by a court matter of competent jurisdiction in a final and non-appealable decision)law.

Collateral Matters. (a) The Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral and (i) when the Collateral constituting certificated securities (as defined in the UCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when Control Agreements with respect to Collateral constituting deposit accounts and securities accounts maintained by the Loan Parties are executed and delivered by the parties thereto, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in such Collateral, prior and superior in right to any other Person, and (iii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral to the extent perfection can be obtained by filing UCC financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.01. (b) Each Lender (including Mortgage, upon execution and delivery thereof by the parties thereto, will create in its capacities as favor of the Collateral Agent, for the benefit of the Secured Parties, a potential Cash Management Bank legal, valid and a potential Hedge Bank) irrevocably authorizes enforceable security interest in all the applicable mortgagor’s right, title and directs interest in and to the Administrative Agent Mortgaged Properties subject thereto and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 6.01. (c) Upon the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by recordation of intellectual property security agreements with the Required Lenders United States Patent and Trademark Office or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the financing statements referred to in accordance with the provisions paragraph (a) of this Section, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in patents, trademarks, copyrights and exclusive copyright licenses in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.01 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in patents, trademarks, copyrights and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request exclusive copyright licenses acquired by the Administrative Agent at Loan Parties after the Closing Date). (d) Each Security Document, other than the Intercreditor Agreement and any timeSecurity Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the Lenders parties thereto and the making of the filings and taking of the other actions provided for therein, will confirm be effective under applicable law to create in writing favor of the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, for the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms benefit of the Loan DocumentsSecured Parties, this Section 9.12, Section 7.04, Section 10.01 a valid and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own enforceable security interest in the Collateral as one subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Lenders and that Loan Parties in the Collateral Agent shall have no duty or liability whatsoever subject thereto, prior and superior to the Lendersrights of any other Person, except for its gross negligence or willful misconduct (as determined rights secured by a court of competent jurisdiction in a final and non-appealable decision)Liens permitted under Section 6.01.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take enter into (x) the actions Security Documents, the Intercreditor Agreements and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents and the Base Intercreditor Agreement, the Cash Flow Intercreditor Agreement or any Replacement Intercreditor Agreement or enter into other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be taken secured by them a valid, perfected lien (with such priority as set forth may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 subsection 2.5, any Increase Supplement as provided in subsection 2.5, any Lender Joinder Agreement as provided in subsection 2.5, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to subsection 2.6 and 10.24any Extension Amendment as provided in subsection 2.7. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Administrative Agent, the Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement or Agreement, the Collateral Security Documents, the Intercreditor Agreements, any Replacement Intercreditor Agreement, any other intercreditor agreement referred to in the previous sentence, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement, any Extension Amendment or any agreement required in connection with a Permitted Debt Exchange Offer and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral DocumentsAgent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by such Agent upon any Collateral (i) upon payment and satisfaction of all of the obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby and no other amounts owing hereunder, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with subsection 7.4, (iii) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by subsection 10.1) or (iv) as otherwise may be expressly provided in the relevant Security Documents or the Intercreditor Agreements, (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets or (C) to subordinate any Lien on any property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 subsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the terms of Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral subsection. (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 subsection 9.9 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Collateral Agent may, and hereby does, appoint the Administrative Agent as determined its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree. (f) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by a court subsection 10.18 with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto.

Collateral Matters. Each Lender (including a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent Agent, for the benefit of the Credit Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the UCC) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 7.03(b), in the case of each of clauses (i) and (ii). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Collateral Agent to take the actions to proceeds thereof except as enforceability may be taken limited by them as set forth (a) bankruptcy, insolvency or other similar laws affecting creditors’ rights and (b) general principles of equity (regarding whether such enforceability is considered in Sections 7.04 and 10.24. Each Lender hereby agreesa proceeding in equity or law), and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 7.03(b). (c) Upon the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by recordation of the Required Lenders IP Security Agreements with the United States Patent and Trademark Office or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the financing statements referred to in accordance paragraph (a) of this Section 6.21, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing with the provisions of this Agreement United States Patent and Trademark Office or the Collateral DocumentsUnited States Copyright Office, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 7.03(b) (it being understood that subsequent recordings in the exercise by the Required Lenders United States Patent and Trademark Office 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 United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request such Intellectual Property acquired by the Administrative Agent at any time, Loan Parties after the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionFunding Date).

Collateral Matters. Each Lender At all times following the occurrence of the Collateral Event: (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further customary actions (including the filing and recording of financing statements, fixture filings and other documents and recordings of Liens in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs stock registries), that may be required under any applicable law, or that the Administrative Agent and may reasonably request, to cause the requirements of the occurrence of the Collateral Event to remain satisfied. (b) If any additional Guarantor or Foreign Subsidiary or FSHCO is formed or acquired (including any Guarantor that is a Division Successor) after such Collateral Event, or if any additional Equity Interests of any Guarantor or Foreign Subsidiary or FSHCO are issued after such Collateral Event, (i) notify the Administrative Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthereof, and each holder of any Note by (ii) within 30 Business Days after such date or such longer period as the acceptance thereof will be deemed to Administrative Agent shall agree, that(A) pledge all outstanding Equity Interests of such new Guarantor issued after such Collateral Event, except pledge Equity Interests in such new Foreign Subsidiary or FSHCO issued after such Collateral Event up to an amount thereof that would qualify as otherwise set forth herein“Collateral”, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, pledge all new Equity Interests of the powers set forth herein Guarantor issued after such Collateral Event, pledge Equity Interests of the Foreign Subsidiary or thereinFSHCO issued after such Collateral Event up to an amount thereof that, together with other Equity Interests in such other powers Foreign Subsidiary or FSHCO that have previously been pledged, would qualify 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or 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“Collateral”, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that Administrative Agent under the Collateral exists or is owned by any Loan Party or is cared forAgreement, protected or insured or that the Liens granted except to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully createdextent such Equity Interests constitute Excluded Assets, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available (B) deliver to the Collateral Administrative Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of for 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 as one benefit of the Lenders and the Bank Product Providers all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank. (c) If any additional Guarantor or Foreign Subsidiary or FSHCO is formed or acquired (including any Guarantor that is a Division Successor) after the Collateral Event, deliver to the Administrative Agent within 30 Business Days after such date or such longer period as the Administrative Agent shall have no duty or liability whatsoever agree, (i) a supplement to the LendersCollateral Agreement, except for its gross negligence in the form specified therein, duly executed and delivered on behalf of such Credit Party and (ii) supplements to the other Security Documents, if applicable, to cause the requirements of the occurrence of the Collateral Event to become satisfied with respect to such new Credit Party. (d) Furnish to the Administrative Agent prompt written notice (and in any event within 30 days) of any change in (i) any Credit Party’s corporate or willful misconduct organizational name, (as determined by a court ii) any Credit Party’s organizational form or jurisdiction of competent jurisdiction in a final and non-appealable decision)organization , (iii) the location of any Credit Party’s chief executive office or (iv) any Credit Party’s organizational identification number.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take enter into (x) the actions Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be taken secured by them a valid, perfected lien (with such priority as set forth may be designated by the Parent Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 Subsection 2.8, any Increase Supplement as provided in Subsection 2.8, any Lender Joinder Agreement as provided in Subsection 2.8, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension Amendment as provided in Subsection 2.10 and 10.24any Specified Refinancing Amendment as provided in Subsection 2.11. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Administrative Agent, Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or the Collateral Documents, any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified Refinancing Amendment and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Initial Term Loan Commitments and payment and satisfaction of all of the Term Loan Facility Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor that becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Parent Borrower or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by Subsection 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents, (B) at the written request of the Borrower Representative to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien and (C) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary of the Parent Borrower or becomes an Excluded Subsidiary. Upon request by the Administrative Agent any Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing the Collateral any Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 Subsection 10.8. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Subsection 11.17. Upon request by any Agent, at any time, the terms Required Lenders or all or such other portion of the Loan Documents, Lenders as shall be prescribed by this Section 9.12, Section 7.04, Section 10.01 Agreement will confirm in writing the Administrative Agent’s and Section 10.24. The the Collateral Agent’s authority under this Subsection 10.8(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings, the Parent Borrower or any Loan Party of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 Subsection 10.8 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its bad faith, gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court and in accordance with either Subsection 11.1 or 11.17, as applicable, with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 7.04 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 7.04 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthe Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset, and each holder (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, so consents to the Collateral being released. Except as provided above, the Collateral Agent will not release any Note by of the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the provisions of this Agreement or foregoing, the Collateral DocumentsAgent may, and in its discretion, release such Collateral Agent’s Liens on Collateral valued in the exercise by the Required Lenders or the Required Facility Lenders, as applicable, aggregate not in excess 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, $1,000,000 during each Fiscal Year without the necessity prior written authorization of any notice to or further consent from any Lender, from time so long as all proceeds received in connection with such release are applied to timethe Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to take reflect the deletion of any action with respect assets subject to any Collateral or Collateral Documents which may such release, Availability shall be necessary no less than the Availability immediately prior to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documentssuch release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24addition, the applicable Agent will Lenders (and each Lender other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes authorize (w) the applicable Collateral Agent toto subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower’s expense, execute and Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Loan Party Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r) of the definition of Permitted Liens, or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of “Permitted Liens”, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral (other than, in each case any Inventory or Fracturing Equipment Parts (as defined in the Initial Intercreditor Agreement)) at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute 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 be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Pledged Securities (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) are delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Pledged Securities (as defined in the Collateral Agreement), prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Article 9 Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 6.02. (c) Upon the acceptance thereof will be deemed recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the financing statements referred to in accordance with the provisions paragraph (a) of this Agreement or the Collateral DocumentsSection, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted created under the Collateral DocumentsAgreement will constitute a fully perfected security interest in all right, or to evidence title and interest of the release Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of such Guarantor from its obligations under the GuarantyAmerica, in each case prior and superior in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or right to any other Person Person, but subject to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or permitted under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, 6.02 (it being understood and agreed that subsequent recordings in respect of the Collateral, United States Patent and Trademark Office or any act, omission or event related thereto, the Collateral Agent United States Copyright Office may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own be necessary to perfect a security interest in such Intellectual Property acquired by the Collateral as one of Loan Parties after the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionEffective Date).

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank a) The Lenders (and a potential Hedge Bankeach other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes and directs the Administrative Agent and authorize the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 (and 10.24. Each Lender hereby agreesif applicable, and each holder of any Note subagent appointed by the acceptance thereof Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral (i) upon Full Payment of the Obligations; and (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; and (iii) if the percentage of Lenders required to consent to the Collateral being released hereunder, consent to the Collateral being released. Except as provided above, the Collateral Agent will be deemed to agree, that, except as otherwise set forth herein, not release any action taken by of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 DocumentsSection 12.1). Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24addition, the applicable Agent will Lenders (and each Lender other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes authorize (w) the applicable Collateral Agent toto subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q)(i) (as to Current Asset Collateral and, subject to exceeding certain caps, the Fixed Asset Collateral), and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the Borrower’s expenseterms hereof, execute the Security Documents or any other contractual arrangement with any Obligor, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement (and, as applicable, the and deliver the Monarch Acquisition Intercreditor Agreement), or, if the ABL Intercreditor Agreement and the Monarch Acquisition Intercreditor Agreement are not then in effect, to the applicable Loan Party Obligor. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute 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 be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given with the Collateral Agent’s own interest in consent or at the Collateral as one direction of the Required Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto and effectiveness thereof, will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such filing offices, prior and superior to the rights of any other Person, but subject to Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 6.02. (c) Upon the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by recordation of the Required Lenders IP Security Agreements with the United States Patent and Trademark Office or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the financing statements referred to in accordance with the provisions paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing or recording in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request such Intellectual Property acquired or developed by the Administrative Agent at Loan Parties after the Closing Date). (d) Each Security Document, other than any timeSecurity Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the Lenders will confirm in writing parties thereto and the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms making of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 filings and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any taking of the rightsother actions provided for therein, authorities and powers granted or available will be effective under applicable law to the Collateral Agent create in this Section 9.12, Section 7.04, Section 10.24 or in any favor of the Collateral DocumentsAdministrative Agent, it being understood and agreed that in respect for the benefit of the CollateralSecured Parties, 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 a valid and enforceable security interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)subject thereto.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) The Lenders hereby irrevocably authorizes and directs authorize the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any 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 LendersCanadian Agent, as applicable, to take actions to evidence the release of any Lien upon any Collateral: (i) upon the termination of the Domestic Commitments and the Canadian Commitments, as applicable, and payment and satisfaction in accordance full by the Domestic Borrowers of all Obligations and the Canadian Borrower of all Canadian Liabilities, as applicable and, if the Obligations have been accelerated and Liquidation has commenced, the Other Liabilities then due and payable (in any event other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the provisions Issuing Banks) and all Letter of this Agreement Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the Issuing Banks); (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition or other transaction permitted hereunder upon receipt by the Administrative Agent or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility LendersCanadian Agent, as applicable, of the powers set forth herein Net Proceeds thereof to the extent required by this Agreement (or, if no such Net Proceeds are required to be remitted to the Administrative Agent or thereinthe Canadian Agent, together with as applicable, upon consummation of such transaction); (iii) to the extent such Collateral is owned by a Loan Party, upon the release of such Loan Party from its obligations under the Loan Documents to the extent such release occurs as a result of a Permitted Disposition or other powers as are reasonably incidental theretotransaction permitted under SECTION 6.03, shall resulting in such Person ceasing to be authorized and binding a Loan Party; or (iv) upon all request of the LendersLead Borrower, constituting Real Estate being transferred from a Domestic Loan Party to another Domestic Loan Party but only to the extent that after such transfer, no Event of Default exists. The Collateral Except as provided above, the Administrative Agent is hereby authorized on behalf of all or the Canadian Agent, as applicable, will not release any of the Lenders, Agent’s or Canadian Agent’s Liens without the necessity prior written authorization 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 DocumentsApplicable Lenders. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s or the Canadian Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 9.12SECTION 8.18. (b) The Lenders hereby authorize the Administrative Agent and the Canadian Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document or Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Indebtedness permitted hereunder. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24Upon request by the Administrative Agent, the applicable Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to enter into such agreements, amendments or supplements. (c) Upon at least two (2) Business Days’ prior written request by the Lead Borrower or the Canadian Borrower, as applicable, the Administrative Agent or the Canadian Agent shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.18(a); provided, however, that (i) neither the Administrative Agent nor the Canadian Agent shall be required to execute any such Guarantor from its obligations under the Guarantydocument on terms which, in each case its reasonable opinion, would, under Applicable Law, expose the Administrative Agent or the Canadian Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations, the Other Liabilities, the Canadian Liabilities, or any Liens (other than those expressly being released) upon (or obligations of the any Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned Party in respect of) all interests retained by any Loan Party or is cared forParty, protected or insured or that including (without limitation) the Liens granted proceeds of any sale, all of which shall continue to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect constitute part of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Subject to the Collateral and Guarantee Requirement: (a) Each Lender Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, under the laws of the jurisdiction governing such Collateral Agreement, a legal, valid and enforceable security interest in the Collateral and (including i) when the Collateral (as defined in its capacities the Collateral Agreement) constituting certificated securities (as a potential Cash Management Bank and a potential Hedge Bankdefined in the Uniform Commercial Code) irrevocably authorizes and directs is delivered to the Administrative Agent and in the State of New York, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agent Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral to take the actions extent such security interest may be perfected by delivery of certificated securities, prior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations) and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors in the remaining Collateral (as defined therein) to the extent perfection can be taken obtained by them as set forth in Sections 7.04 filing Uniform Commercial Code financing statements, prior and 10.24. Each Lender hereby agrees, and each holder superior to the rights of any Note other Person (other than Liens permitted under Section 6.02). (b) If and when executed and delivered, each Mortgage, upon execution and delivery thereof by the acceptance thereof parties thereto, will be deemed to agreecreate in favor of the Administrative Agent, thatfor the benefit of the Secured Parties, except as otherwise set forth hereina legal, any action taken by the Required Lenders valid and enforceable lien on, or the Required Facility Lenderssecurity interest in, as applicable, all the applicable mortgagor’s right, title and interest in accordance with and to the provisions of this Agreement or Mortgaged Properties subject thereto and the Collateral Documentsproceeds thereof, and when the exercise by Mortgages have been filed in the Required Lenders jurisdictions specified therein, the Mortgages will constitute a valid first priority lien on, or the Required Facility Lendersfully perfected security interest in, as applicable, all right, title and interest of the powers set forth herein or thereinmortgagors in the Mortgaged Properties and the proceeds thereof, together with such prior and superior in right to any other powers as are reasonably incidental theretoPerson, shall be authorized and binding upon all other than Liens permitted under Section 6.02. (c) Upon the recordation of the Lenders. The Collateral Agent is hereby authorized on behalf of all Agreement (or an IP Security Agreement in form and substance reasonably satisfactory to the Company and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the Lendersfinancing statements referred to in paragraph (a) of this Section 3.16, 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted created under the Collateral DocumentsAgreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing or to evidence recording in the release United States of such Guarantor from its obligations under the GuarantyAmerica, in each case prior and superior in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or right to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared forPerson, protected or insured or that the other than Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or permitted under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, 6.02 (it being understood and agreed that subsequent recordings in respect the United States Patent and Trademark Office or the United States Copyright Office will be necessary to perfect a security interest in such Intellectual Property applied for, acquired or developed by the applicable Loan Parties after the Closing Date). (d) Each Security Document, upon execution and delivery thereof by the parties thereto and the making of the Collateralfilings and registrations with the applicable Governmental Authorities and taking of the other actions provided for therein, or any actwill be effective under applicable law to create in favor of the Administrative Agent, omission or event related theretofor the benefit of the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, the Collateral Agent may act subject thereto, and will constitute a fully perfected security interest in any manner it may deem appropriateall right, in its sole discretion, given title and interest of the Collateral Agent’s own interest Loan Parties in the Collateral as one of the Lenders subject thereto, prior and that the Collateral Agent shall have no duty or liability whatsoever superior to the Lendersrights of any other Person, except for its gross negligence or willful misconduct (as determined rights secured by a court of competent jurisdiction in a final and non-appealable decision)Liens permitted under Section 6.02.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) The Lenders hereby irrevocably authorizes and directs the Administrative Agent and authorize the Collateral Agent to take release any Lien upon any Collateral (i) upon the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, termination of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized Commitments and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf payment and satisfaction in full 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 Obligations (other than contingent obligations with respect to then unasserted claims), (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition to a Person that is not a Loan Party, (iii) which constitutes property subject to the proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant (v) as to the Collateral Documentsof any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable 8.16. (b) The Collateral Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens upon any Collateral described in Section 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the Guarantyrequest of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (t) of the definition of Permitted Encumbrances. (d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in each case satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the Loan Documentsgoverning documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Section 9.12, Section 7.04, Section 10.01 Agreement and Section 10.24. The Collateral Agent shall have no obligation whatsoever without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any other Person such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to assure take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the Collateral exists or is owned by any Loan ratable portion of the Obligations of each Secured Party or is cared for, protected or insured or that the Liens granted are deemed assigned to the Collateral Agent herein acquisition vehicle or pursuant hereto have been properly or sufficiently or lawfully createdvehicles as set forth in clause (ii) above, perfected, protected or enforced or are entitled to each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any designee of the rightsSecured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, authorities and powers granted the formulation or available to submission of any credit bid or the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any consummation of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined transactions contemplated by a court of competent jurisdiction in a final and non-appealable decision)such credit bid.

Collateral Matters. Each Lender (including a) The Security Agreement, upon execution and delivery thereof by the parties thereto, will create in its capacities favor of the Collateral Trustee, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as a potential Cash Management Bank defined therein) and a potential Hedge Bank(i) irrevocably authorizes and directs when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral (as defined therein), prior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (other than Liens permitted under Section 6.02). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, other than Liens permitted under Section 6.02. (c) Upon the acceptance thereof will be deemed recordation of the Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the financing statements referred to in accordance with the provisions paragraph (a) of this Agreement or the Collateral DocumentsSection 3.14, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 created under the Collateral granted pursuant to the Collateral Documents. Upon request by the Administrative Agent at any time, the Lenders Security Agreement will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and constitute a fully perfected security interest granted under in all right, title and interest of the Collateral Documents, Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing or to evidence recording in the release United States of such Guarantor from its obligations under the GuarantyAmerica, in each case prior and superior in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or right to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared forPerson, protected or insured or that the other than Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or permitted under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, 6.02 (it being understood and agreed that subsequent recordings in respect the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed by the Loan Parties after the Effective Date). (d) Each Security Document, upon execution and delivery thereof by the parties thereto and the making of the Collateralfilings and taking of the other actions provided for therein, or any act, omission or event related thereto, will be effective under applicable law to create in favor of the Collateral Agent may act in any manner it may deem appropriateTrustee, in its sole discretionfor the benefit of the Secured Parties, given the Collateral Agent’s own a valid and enforceable security interest in the Collateral as one subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Lenders and that Loan Parties in the Collateral Agent shall have no duty or liability whatsoever subject thereto, prior and superior to the Lendersrights of any other Person, except for its gross negligence or willful misconduct (as determined rights secured by a court of competent jurisdiction in a final and non-appealable decision)Liens permitted under Section 6.02.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank a) The Collateral Agreement, upon execution and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note delivery thereof by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental parties thereto, shall be authorized and binding upon all will create in favor 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, for the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms benefit of the Loan DocumentsSecured Parties, this Section 9.12, Section 7.04, Section 10.01 a valid and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own enforceable security interest in the Collateral (as one defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Lenders pledgors thereunder in such Collateral, prior and that superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agent shall have no duty or liability whatsoever Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the Lendersextent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for its gross negligence rights secured by Liens permitted by Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or willful misconduct (as determined by a court other laws affecting creditors’ rights generally and subject to general principles of competent jurisdiction equity, regardless of whether considered in a final proceeding in equity or at law, and non-appealable decision)when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02.

Collateral Matters. Each Lender (including a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent and Agent, for the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, benefit of the powers set forth herein or thereinSecured Parties, together with such other powers as are reasonably incidental thereto, shall be authorized a valid 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 enforceable security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral (as one defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Lenders pledgors thereunder in such Collateral, prior and that superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agent shall have no duty or liability whatsoever Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the Lendersextent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for its gross negligence or willful misconduct rights secured by Liens permitted under Section 6.02. (as determined b) Each Mortgage, if any, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a court legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of competent jurisdiction the mortgagors in a final the Mortgaged Properties and non-appealable decisionthe proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (including Permitted Encumbrances). (c) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02.

Collateral Matters. Each Lender (including a) Except during a Suspension Period, the Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (other than Liens permitted under Section 6.02 that by operation of law or contract would have priority over the Obligations). (b) Except during a Suspension Period, upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Holdings and the Collateral Agent to take Administrative Agent) with the actions to be taken by them as set forth in Sections 7.04 United States Patent 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 Trademark Office or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the financing statements referred to in accordance with the provisions paragraph (a) of this Agreement or the Collateral DocumentsSection, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted created under the Collateral DocumentsAgreement will constitute a fully perfected security interest in all right, or to evidence title and interest of the release Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States of such Guarantor from its obligations under the GuarantyAmerica, in each case prior and superior in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or right to any other Person to assure Person, other than Permitted Encumbrances that by operation of law or contract would have priority over the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, Obligations (it being understood and agreed that subsequent recordings in respect the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Closing Date). (c) Except during a Suspension Period, each Security Document, upon execution and delivery thereof by the parties thereto and the making of the Collateralfilings and taking of the other actions provided for therein, or any actwill be effective under applicable law to create in favor of the Administrative Agent, omission or event related theretofor the benefit of the Secured Parties, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own a valid and enforceable security interest in the Collateral as one subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Lenders and that Loan Parties in the Collateral Agent shall have no duty or liability whatsoever subject thereto, prior and superior to the Lendersrights of any other Person, except for its gross negligence rights secured by Liens permitted under Section 6.02 that by operation of law or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)contract would have priority over the Obligations.

Collateral Matters. Each Lender (including a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined therein) and (i) when such Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) (subject to subsections (b) and (c) of this Section 3.17) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 6.02. (c) Upon the acceptance thereof will be deemed recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the financing statements referred to in accordance with the provisions paragraph (a) of this Agreement or the Collateral DocumentsSection, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted created under the Collateral DocumentsAgreement will constitute a fully perfected security interest in all right, or to evidence title and interest of the release Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of such Guarantor from its obligations under the GuarantyAmerica, in each case prior and superior in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or right to any other Person Person, but subject to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or permitted under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, 6.02 (it being understood and agreed that subsequent recordings in respect of the Collateral, United States Patent and Trademark Office or any act, omission or event related thereto, the Collateral Agent United States Copyright Office may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own be necessary to perfect a security interest in such Intellectual Property acquired by the Collateral as one of Loan Parties after the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionFunding Date).

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take enter into (x) the actions Security Documents, the Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, any Intercreditor Agreement and any Replacement Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be taken secured by them a valid, perfected lien (with such priority as set forth may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 subsection 2.5, any Increase Supplement as provided in subsection 2.5, any Lender Joinder Agreement as provided in subsection 2.5, any Extension Amendment as provided in subsection 2.6, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to subsection 2.7 and 10.24any Specified Refinancing Amendment as provided in subsection 2.8. 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 Administrative Agent, the Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Security Documents, any Intercreditor Agreement or the Collateral Documentsany Replacement Intercreditor Agreement (both as amended by any Intercreditor Agreement Supplement), any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement, any Extension Amendment, any agreement required in connection with a Permitted Debt Exchange Offer or any Specified Refinancing Amendment, and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Restatement Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Restatement Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by such Agent upon any Collateral (i) upon payment and satisfaction of all of the obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with subsection 7.4, (iii) owned by any Restricted Subsidiary of the Borrower which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Borrower or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by subsection 10.1) or (iv) as otherwise may be expressly provided herein or in the relevant Security Documents; (B) enter into any intercreditor agreement (including any Intercreditor Agreement and any Replacement Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets; (C) to subordinate any Lien on any Excluded Assets (as defined in the Guarantee and Collateral Agreement) (or to confirm in writing the absence of any Lien thereon) or on any property granted to or held by such Agent under any Loan Document, to the holder of any Permitted Lien; and (D) to release any Restricted Subsidiary of the Borrower from its Obligations under any Loan Documents to which it is a party (including its Subsidiary Guarantee) if such Person ceases to be a Restricted Subsidiary of the Borrower or becomes an Excluded Subsidiary. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 subsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the terms of Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral subsection. (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 subsection 9.9 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with subsection 10.1 or subsection 10.17 with the written consent of the Administrative Agent or the Collateral Agent (as determined by a court applicable) party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and ▇▇▇▇▇▇ does, appoint the Administrative Agent as its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. Each Lender (including a) Lenders hereby irrevocably authorize Agent, at its option and in its capacities as a potential Cash Management Bank sole discretion, to release any Agent’s Lien upon any Collateral (i) upon the termination of the Commitments and a potential Hedge Bank) irrevocably authorizes payment and directs the Administrative Agent satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and related credit support, and the Collateral Agent termination or cash collateralization of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than in indemnification and other contingent obligations for which no amount is due and owing and with respect to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreeswhich no claim has been made), 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, all in accordance with the provisions of Paragraph 3.2; (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which Borrowers owned no interest at the time the Lien was granted or the Collateral Documentsat any time thereafter; or (iv) constituting property leased to Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above or in Section 13.21, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, Agent will not release any 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, Agent’s Liens without the necessity prior written authorization 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 DocumentsLenders. Upon request by the Administrative Agent or Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12Paragraph 12.10. (b) Upon receipt by Agent of any authorization required pursuant to subparagraph 12.10(a) from Lenders of Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral, Section 7.04and upon at least five (5) Business Days prior written request by Borrowers, Section 10.01 and Section 10.24, the applicable Agent will shall (and each Lender is hereby irrevocably authorizes the applicable Agent authorized by Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Agent’s Liens upon such Guarantor from its obligations under the GuarantyCollateral; provided, however, that (i) Agent shall not be required to execute any such document on terms which, in each case Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Collateral. (c) Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including in Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, to take at any action with respect to time on or after an Event of Default and for so long as the same is continuing or upon 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 other failure of a condition precedent to the Collateral Documents. Upon request by the Administrative Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent at any time, the Lenders will confirm in writing the Collateral Advances”) which Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given (i) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, provided, that, the aggregate principal amount of the Special Agent Advances pursuant to clauses (i) and (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of five (5%) percent of the Maximum Credit and shall not cause the total principal amount of Loans and Letters of Credit Accommodations to exceed the Maximum Credit or (iii) to pay any other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to any issuer of Letter of Credit Accommodations. Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Prime Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.10, each Lender agrees that it shall make available to Agent, upon Agent’s own demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest in thereon for each day from the Collateral date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as one published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the Lenders rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and that if such amounts are not paid within three (3) days of Agent’s demand, at the Collateral Agent shall have no duty or liability whatsoever highest Interest Rate provided for in Section 3.1 hereof applicable 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)Prime Rate Loans.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take enter into (x) the actions Security Documents, the Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, any Intercreditor Agreement and any Replacement Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be taken secured by them a valid, perfected lien (with such priority as set forth may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 subsection 2.5, any Increase Supplement as provided in subsection 2.5, any Lender Joinder Agreement as provided in subsection 2.5, any Extension Amendment as provided in subsection 2.6, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to subsection 2.7 and 10.24any Specified Refinancing Amendment as provided in subsection 2.8. 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 Administrative Agent, the Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Security Documents, any Intercreditor Agreement or the Collateral Documentsany Replacement Intercreditor Agreement (both as amended by any Intercreditor Agreement Supplement), any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement, any Extension Amendment, any agreement required in connection with a Permitted Debt Exchange Offer or any Specified Refinancing Amendment, and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Restatement Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Restatement Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by such Agent upon any Collateral (i) upon payment and satisfaction of all of the obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with subsection 7.4, (iii) owned by any Restricted Subsidiary of the Borrower which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Borrower or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by subsection 10.1) or (iv) as otherwise may be expressly provided herein or in the relevant Security Documents; (B) enter into any intercreditor agreement (including any Intercreditor Agreement and any Replacement Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets; (C) to subordinate any Lien on any Excluded Assets (as defined in the Guarantee and Collateral Agreement) (or to confirm in writing the absence of any Lien thereon) or on any property granted to or held by such Agent under any Loan Document, to the holder of any Permitted Lien; and (D) to release any Restricted Subsidiary of the Borrower from its Obligations under any Loan Documents to which it is a party (including its Subsidiary Guarantee) if such Person ceases to be a Restricted Subsidiary of the Borrower or becomes an Excluded Subsidiary. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 subsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the terms of Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral subsection. (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 subsection 9.9 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with subsection 10.1 or subsection 10.17 with the written consent of the Administrative Agent or the Collateral Agent (as determined by a court applicable) party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and h▇▇▇▇▇ does, appoint the Administrative Agent as its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and Section 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, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and Section 10.24. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12; provided that such confirmation shall not delay the effectiveness of any release of Collateral made pursuant to Section 10.25. Each Lender hereby agrees, Section 7.04and each holder of any Note by the acceptance thereof will be deemed to agree, Section 10.01 that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and Section 10.24the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or 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. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Each Lender (including a) When executed and delivered, the Collateral Agreement will be effective to create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid security interest in the Collateral (as defined therein) in which a security interest may be created under Article 9 of the Uniform Commercial Code and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to take the actions to be taken by them as set forth Collateral Agent thereunder together with instruments of transfer duly endorsed in Sections 7.04 and 10.24. Each Lender hereby agreesblank, the security interest of the Collateral Agent therein will constitute a fully perfected Lien on, and each holder security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person (subject only to Liens permitted under Section 6.02), and (ii) when financing statements in appropriate form are filed in the jurisdiction of organization of the applicable Loan Party specified in the Perfection Certificate, the security interest of the Collateral Agent therein will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements therein, prior and superior to the rights of any Note other Person (subject only to Liens permitted under Section 6.02). (b) Each Mortgage, upon execution and delivery by the acceptance parties thereto and the recording and filing thereof in the applicable jurisdiction specified therein, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, enforceable and perfected Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, prior and superior in right to any other Person (but subject to Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties and subject to Liens permitted under Section 6.02). (c) Upon the recordation of the applicable IP Agreement with the United States Patent and Trademark Office and the United States Copyright Office, the security interest of the Collateral Agent created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) that constitutes Collateral (as defined in the Collateral Agreement) in which a security interest may be deemed to agree, that, except as otherwise set forth herein, any action taken perfected by filing in the Required Lenders United States Patent and Trademark Office or the Required Facility Lenders, as applicableUnited States Copyright Office, in accordance with each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the provisions of this Agreement United States Patent and Trademark Office or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which United States Copyright Office may be necessary to perfect a Lien on registered trademarks and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request trademark applications or copyrights, respectively, acquired by the Administrative Agent at any time, Loan Parties after the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionEffective Date).

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Loan Parties and their Subsidiaries of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.5 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party or any of its capacities Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8, or (vi) in connection with a credit bid or purchase authorized under this Section 15.11. Except as provided in the preceding sentence, the Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that (i) the Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Agent may rely conclusively on one or more certificates of the Borrowers as to take the actions value of any Collateral to be taken by them as so released, without further inquiry) and (ii) the Agent and the Lenders hereby agree that any such release of Liens shall be automatic upon Borrowers’ satisfaction of the requirements set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthe immediately preceding Section 15.11(a)(ii) or upon the receipt by Agent of written authorization thereof from the Required Lenders; provided, and each holder further, that any release of any Note Borrower or any Guarantor from any obligation for the payment of money or any consent to the assignment or transfer by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Borrower or the Required Facility Lenders, as applicable, in accordance with the provisions any Guarantor of any of its rights or duties under this Agreement or the Collateral other Loan Documents, and in each case, in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the exercise terms hereof or the other Loan Documents, or to the extent authorized in writing by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized automatic. In addition, the Lenders irrevocably authorize the Agent, at its option and binding in its discretion, upon request of the Borrowers, to release any Lien on any Equipment granted to or held by the Agent under any Loan Document from and after the Third Amendment Effective Date. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application set forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Lenders. The Collateral Agent is hereby authorized on behalf of Collateral, all of the LendersLenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the necessity authorization 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 DocumentsBank Product Providers). Upon request by the Administrative Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.1215.11; provided, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will that (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver 1) anything to the applicable contrary contained in any of the Loan Party such documents as such Loan Party may reasonably request Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence the such release on terms that, in Agent’s opinion, could expose Agent to liability or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, create any obligation or to evidence entail any consequence other than the release of such Guarantor from its Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations under of Borrowers in respect of) any and all interests retained by any Borrower, including, the Guarantyproceeds of any sale, in each case in accordance with the terms all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Documents, Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and (b) to the extent Agent has the authority under this Section 9.1215.11 to release its Lien on such property. Notwithstanding the provisions of this Section 15.11, Section 7.04the Agent shall be authorized, Section 10.01 without the consent of any Lender and Section 10.24. The Collateral without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards. (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to any other Person to verify or assure that the Collateral exists or is owned by any a Loan Party or any of its Subsidiaries or is cared for, protected protected, or insured or has been encumbered, (ii) to verify or assure that the Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Collateral terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the Lendersforegoing, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise expressly provided herein.

Collateral Matters. Each Lender (including in a) Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to take the Loans and Letters of Credit hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, (i) deems necessary or desirable either to preserve or protect the Collateral or any action with respect portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, provided, that, (A) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the additional Loans and Letters of Credit which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the amount equal to five percent (5%) of the Maximum Credit and (B) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the Loans and Letters of Credit, shall not exceed the Maximum Credit, except at Agent’s option, provided, that, to the extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Loans and Letters of Credit exceed the Maximum Credit the Special Agent Advances that are in excess of the Maximum Credit shall be for the sole account and risk of Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the Maximum Credit, or (iii) to pay any other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to Issuing Bank in respect of any Letter of Credit Obligations. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Base Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.11, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (Charlotte, North Carolina time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans. Required Lenders may at any time revoke Agent’s authority to make any further Special Agent Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Special Agent Advance is appropriate shall be conclusive. (b) Lenders hereby irrevocably authorize Agent, at its option and in its discretion to release any security interest in, mortgage or Lien upon, any of the First Priority Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 13.1 below, or Collateral Documents (ii) constituting property being sold or disposed of if Administrative Borrower or any Borrower or Guarantor certifies to Agent that the sale or disposition is made in compliance with Section 9.7 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Borrower or Guarantor did not own an interest at the time the security interest, mortgage or Lien was granted or at any time thereafter, or (iv) having a value in the aggregate in any twelve (12) month period of less than $8,000,000, and to the extent Agent may be necessary to perfect and maintain perfected the release its security interest in and liens Lien upon the any such First Priority Collateral granted pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders, or (v) if required or permitted under the terms of any of the other Financing Agreements, including the Intercreditor Agreement, or any other intercreditor agreement, or (vi) approved, authorized or ratified in writing by all of Lenders. Except as provided above, Agent will not release any security interest in, mortgage or Lien upon, any of the First Priority Collateral Documentswithout the prior written authorization of all of Lenders. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12Section. In no event shall the consent or approval of Issuing Bank to any release of Collateral be required. Further, Lenders hereby irrevocably authorize Agent to release any security interest or Lien upon any of the Notes Priority Collateral to the extent required or permitted under the terms of the Intercreditor Agreement. (c) Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Required Lenders, each case as specified Lender agrees to confirm in this Section 9.12writing, Section 7.04, Section 10.01 and Section 10.24upon request by Agent, the applicable authority to release Collateral conferred upon Agent will under this Section. Agent shall (and each Lender is hereby irrevocably authorizes the applicable Agent authorized by Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the security interest, mortgage or Liens granted to Agent upon any Collateral to the extent set forth above; provided, that, (i) Agent shall not be required to execute any such Guarantor from its obligations under the Guarantydocument on terms which, in each case Agent’s opinion, would expose Agent to liability or create any obligations or entail any consequence other than the release of such security interest, mortgage or Liens without recourse or warranty and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any security interest, mortgage or Lien upon (or obligations of any Borrower or Guarantor in respect of) the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral retained by such Borrower or Guarantor. (d) Agent shall have no obligation whatsoever to the Lenders any Lender, Issuing Bank or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Loan Party Borrower or Guarantor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letters of Credit hereunder, or whether any particular reserves are appropriate, or that the Liens and security interests granted to the Collateral Agent herein or pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 Agreement or in any of the Collateral Documentsother Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the Collateral other terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)any other Secured Party.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent (including in its capacity as representative of the Lenders under the 1004254246v19 Security Documents) and the Collateral Agent to take the actions enter into (and agrees to be taken bound by them the terms of) (x) the Guarantee Agreement, the Security Documents, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as set forth may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 Section 2.6, any Increase Supplement as provided in Section 2.6, any Lender Joinder Agreement as provided in Section 2.6, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Section 2.7 and 10.24any Extension Amendment as provided in Section 2.8. 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 Administrative Agent, the Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Guarantee Agreement, the Security Documents, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or the Collateral Documents, any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, 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. Each Lender further agrees that the Collateral Agent may act pursuant to the Security Documents as instructed by the representative of the First Lien Obligations (as defined in the Security Agreement) then having authority to direct actions of the Collateral Agent pursuant to the Security Documents. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Term Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents or if instructed to do so in accordance with the Security Documents. (b) The Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Initial Term Loan Commitments, Tranche B Term Loan Commitments, Tranche C Term Loan 1004254246v19 Commitments, Tranche D Term Loan Commitments, Tranche E Term Loan Commitments, Tranche F Term Loan Commitments and payment and satisfaction of all of the Term Loan Facility Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor designated as an Excluded Subsidiary or constituting Equity Interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by Section 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents and (B) at the written request of the Borrower to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent any Agent, at any time, the Lenders will confirm in writing the Collateral any Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 10.8. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.17. Upon request by any Agent, at any time, the terms of Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral 10.8(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings, the Borrower or any Loan Party of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 10.8 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its bad faith, gross negligence or willful misconduct misconduct. 1004254246v19 (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court and in accordance with either Section 11.1 or 11.17, as applicable, with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. Each Lender (including in Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, to take at any action with respect to time on or after an Event of Default and for so long as the same is continuing or upon 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 other failure of a condition precedent to the Collateral Documents. Upon request by the Administrative Revolving Loans and Letters of Credit hereunder, make such disbursements and advances (“Special Agent at any time, the Lenders will confirm in writing the Collateral Advances”) which Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given (i) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, provided, that, (A) the aggregate principal amount of the Special Agent Advances pursuant to clauses (i) and (ii) hereof outstanding at any time, plus the then outstanding principal amount of the additional Revolving Loans and Letters of Credit which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the amount equal to ten (10%) percent of the Maximum Credit, (B) the aggregate principal amount of the Special Agent Advances pursuant to clauses (i) and (ii) hereof outstanding at any time, plus the then total outstanding principal amount of the Revolving Loans and Letter of Credit Obligations, shall not exceed the Maximum Credit, except at Agent’s own interest in option, provided, that, to the Collateral as one extent that the aggregate principal amount of Special Agent Advances plus the then total outstanding principal amount of the Revolving Loans and Letter of Credit Obligations exceed the Maximum Credit the Special Agent Advances that are in excess of the Maximum Credit shall be for the sole account and risk of Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the Maximum Credit, and (C) no such Special Agent Advances made pursuant to this clause (ii) shall be outstanding more than ninety (90) days after the date such Special Agent Advance is made, except as Covenant Required Lenders may otherwise agree, or (iii) to pay any other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to Issuing Bank in respect of any Letter of Credit Obligations. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Revolving Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to ABR Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.11, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the Collateral amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall have no duty or liability whatsoever be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the Lenders, except date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for its gross negligence or willful misconduct each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by a court Agent of competent jurisdiction the rates for the last transaction in a final overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and non-appealable decision)if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to ABR Loans.

Collateral Matters. Each Lender (including in a) Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to take the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, (i) deems necessary or desirable either to preserve or protect the Collateral or any action with respect portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, or (iii) to pay any other amount chargeable to any Collateral Borrower or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted Guarantor pursuant to the Collateral Documents. Upon request by terms of this Agreement or any of the Administrative Agent at other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to any time, the Lenders will confirm issuer in writing the Collateral Agent’s authority to release particular types or items respect of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination Letter 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 Credit Accommodations which are issued in accordance with the terms of the Loan Documentsother Sections of this Agreement; provided, this that, the total outstanding principal amount of the Special Agent Advances pursuant to Section 9.1212.11(a)(i) and (ii) hereof plus the total outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Agent may make or provide as set forth in Section 12.8 hereof shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit; provided, further, that, the total outstanding principal amount of Loans, Letter of Credit Accommodations and the Special Agent Advances pursuant to Section 7.0412.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Prime Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.10, Section 10.01 each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are be entitled to any particular priorityrecover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any Agent’s option based on the arithmetic mean determined by Agent of the rightsrates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent ‘s demand, authorities at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans. (b) Lenders hereby irrevocably authorize Agent, at its option and powers granted in its discretion to release any security interest in, mortgage or available to the Collateral Agent in this Section 9.12lien upon, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect (i) upon termination of the CollateralCommitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 13.1 below, or (ii) constituting property being sold or disposed of if Administrative Borrower or any act, omission Borrower or event related thereto, Guarantor certifies to Agent that the Collateral sale or disposition is made in compliance with Section 9.7 hereof (and Agent may act rely conclusively on any such certificate, without further inquiry), and to the extent that the Capital Stock of any Propco is sold in compliance with Section 9.7 hereof, such Propco shall cease to be a Guarantor under this Agreement or any of the other Financing Agreements, or (iii) constituting property in which any Borrower or Guarantor did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) constituting property being pledged to a third party if Administrative Borrower or any Borrower or Guarantor certifies to Agent that such pledge is made in compliance with Section 9.8(l) hereof (and Agent may rely conclusively on any such certificate, without further inquiry), (v) having a value in the aggregate in any manner it twelve (12) month period of less than $1,000,000, and to the extent Agent may deem appropriate, in release its sole discretion, given the Collateral Agent’s own security interest in the and lien upon any such Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).or

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take enter into (x) the actions Security Documents, the Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, any Intercreditor Agreement and any Replacement Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be taken secured by them a valid, perfected lien (with such priority as set forth may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 subsection 2.5, any Increase Supplement as provided in subsection 2.5, any Lender Joinder Agreement as provided in subsection 2.5, any Extension Amendment as provided in subsection 2.6, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to subsection 2.7 and 10.24any Specified Refinancing Amendment as provided in subsection 2.8. 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 Administrative Agent, the Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Security Documents, any Intercreditor Agreement or the Collateral Documentsany Replacement Intercreditor Agreement (both as amended by any Intercreditor Agreement Supplement), any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement, any Extension Amendment, any agreement required in connection with a Permitted Debt Exchange Offer or any Specified Refinancing Amendment, and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Restatement Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Restatement Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by such Agent upon any Collateral (i) upon payment and satisfaction of all of the obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with subsection 7.4, (iii) owned by any Restricted Subsidiary of the Borrower which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Borrower or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by subsection 10.1) or (iv) as otherwise may be expressly provided herein or in the relevant Security Documents; (B) enter into any intercreditor agreement (including any Intercreditor Agreement and any Replacement Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets; (C) to subordinate any Lien on any Excluded Assets (as defined in the Guarantee and Collateral Agreement) (or to confirm in writing the absence of any Lien thereon) or on any property granted to or held by such Agent under any Loan Document, to the holder of any Permitted Lien; and (D) to release any Restricted Subsidiary of the Borrower from its Obligations under any Loan Documents to which it is a party (including its Subsidiary Guarantee) if such Person ceases to be a Restricted Subsidiary of the Borrower or becomes an Excluded Subsidiary. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 subsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the terms of Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral subsection. (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 subsection 9.9 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with subsection 10.1 or subsection 10.17 with the written consent of the Administrative Agent or the Collateral Agent (as determined by a court applicable) party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent (including in its capacity as representative of the Lenders under the Security Documents) and the Collateral Agent to take the actions enter into (and agrees to be taken bound by them the terms of) (x) the Guarantee Agreement, the Security Documents, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as set forth may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 Section 2.6, any Increase Supplement as provided in Section 2.6, any Lender Joinder Agreement as provided in Section 2.6, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Section 2.7 and 10.24any Extension Amendment as provided in Section 2.8. 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 Administrative Agent, the Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Guarantee Agreement, the Security Documents, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or the Collateral Documents, any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, 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. Each Lender further agrees that the Collateral Agent may act pursuant to the Security Documents as instructed by the representative of the First Lien Obligations (as defined in the Security Agreement) then having authority to direct actions of the Collateral Agent pursuant to the Security Documents. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Term Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents or if instructed to do so in accordance with the Security Documents. (b) The Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Initial Term Loan Commitments, Tranche B Term Loan Commitments and payment and satisfaction of all of the Term Loan Facility Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor designated as an Excluded Subsidiary or constituting Equity Interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by Section 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents and (B) at the written request of the Borrower to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent any Agent, at any time, the Lenders will confirm in writing the Collateral any Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 10.8. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.17. Upon request by any Agent, at any time, the terms of Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral 10.8(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings, the Borrower or any Loan Party of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 10.8 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its bad faith, gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court and in accordance with either Section 11.1 or 11.17, as applicable, with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and discretion, to release any Lien granted to or held by the Collateral Agent to take upon any Collateral upon termination of the actions to be taken by them as set forth in Sections 7.04 Total Commitment and 10.24. Each Lender hereby agrees, payment and each holder satisfaction 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, all Loans and all other Obligations (other than Contingent Loan Obligations) in accordance with the provisions terms hereof; or constituting property being sold or disposed of in the ordinary course of any Loan Party’s business or otherwise in compliance with the terms of this Agreement or the Collateral Documents, and the exercise other Loan Documents; or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together in accordance 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 DocumentsSection 12.02. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In 10.08(a). (b) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(a)), each case as specified Lender agrees to confirm in this Section 9.12writing, Section 7.04, Section 10.01 and Section 10.24upon request by the Collateral Agent, the applicable authority to release Collateral conferred upon the Collateral Agent will under Section 10.08(a). Either without such confirmation (if the Collateral Agent has not requested such confirmation) or, upon receipt by the Collateral Agent of confirmation (if the Collateral Agent has requested such confirmation) from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by any Loan Party, the Collateral Agent shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Agents and the Lenders upon such Guarantor from its Collateral; provided, however, 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 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 Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Loan Parties, each Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty, in each case Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Loan DocumentsCollateral pursuant to a public or private sale, this the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 9.12363 of the Bankruptcy Code), Section 7.04, Section 10.01 to use and Section 10.24. apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Lender to assure that the Collateral exists or is owned by any the Loan Party Parties or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 10.08 or in any of the Collateral Documentsother Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany other Lender, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. Each Lender (including 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 capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and 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 take the actions 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 taken by them repayable on demand, shall bear interest as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesSection 2.04(a), and each holder of any Note shall be secured by the acceptance thereof will Collateral. The Agent Advances shall constitute Obligations hereunder which may be deemed charged to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, 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 Documents, upon final payment and satisfaction of all Notes 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 exercise other Note Documents; or if approved, authorized or ratified in writing by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 DocumentsHolders. Upon request by the Administrative Agent at any time, the Lenders Holders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case 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 specified set forth in this Section 9.1210.07(c)), Section 7.04each Holder agrees to confirm in writing, Section 10.01 and Section 10.24upon request by the Agent, the applicable authority to release Collateral conferred upon the Agent will 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 each Lender is hereby irrevocably authorizes authorized by the applicable Agent Holders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Guarantor from its obligations under Collateral; provided, however, that (i) the GuarantyAgent shall not be required to execute any such document on terms which, in each case 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 accordance with any manner discharge, affect or impair the terms Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. Collateral retained by any Obligor. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Holder to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Note Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 10.07 or in any of the Collateral Documentsother Note Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as if it also is one of the Lenders Holders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany other Holder, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. Each Lender (including a) Subject to the limitations in Section 12.8 hereof, Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to take any action with respect the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, deems necessary or desirable either (i) to any preserve or protect the Collateral or Collateral Documents which may be necessary any portion thereof or (ii) to perfect enhance the likelihood or maximize the amount of repayment by Borrowers of the Loans and maintain perfected the security interest in and liens upon the Collateral granted other Obligations, or (iii) to pay any other amount chargeable to Borrowers or Obligors pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to any issuer of Letter of Credit Accommodations; provided, that notwithstanding any provision to the contrary, Agent may make any such Special Agent Advances so long as: (a) the total principal amount of such Special Agent Advances together with the principal amount of the additional Revolving Loans and additional Letter of Credit Accommodations made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $7,500,000, (ii) the sum of (x) the amount which, when added to all other Special Agent Advances, Revolving Loans and Letter of Credit Accommodations, would not cause the principal amount of all outstanding Special Agent Advances, Revolving Loans and Letter of Credit Accommodations to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Revolving Loan Limit. Special Agent Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances shall not constitute Revolving Loans but shall otherwise constitute Obligations hereunder. Agent shall notify Lenders and Borrowers in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation of its obligations pursuant to Section 6.10 hereof, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, then such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Revolving Loan Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans. (b) Lenders hereby irrevocably authorize Agent, at its option and in its discretion to release any security interest in, mortgage or lien upon, any of the Collateral Documents(i) upon termination of all of the Total Commitments of all Lenders and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 14.1 below, or (ii) constituting property being sold or disposed of if the applicable Borrower or Guarantor certifies to Agent that the sale or disposition is made in compliance with Section 9.7 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which no Borrower or Guarantor owned an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a value in the aggregate in any twelve (12) month period of less than $1,000,000 or (v) if required or permitted under the terms of any of the other Financing Agreements, including any intercreditor agreement, or (vi) if approved, authorized or ratified in writing by all of Lenders. Except as provided above, Agent will not release any security interest in, mortgage or lien upon, any of the Collateral without the prior written authorization of all of Lenders. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In Section. (c) Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Required Lenders, each case as specified Lender agrees to confirm in this Section 9.12writing, Section 7.04, Section 10.01 and Section 10.24upon request by Agent, the applicable authority to release Collateral conferred upon Agent will under this Section. Agent shall (and each Lender is hereby irrevocably authorizes the applicable Agent authorized by Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the security interest, mortgage or liens granted to Agent upon any Collateral to the extent set forth above; provided, that, (i) Agent shall not be required to execute any such Guarantor from its obligations under the Guarantydocument on terms which, in each case Agent’s opinion, would expose Agent to liability or create any obligations or entail any consequence other than the release of such security interest, mortgage or liens without recourse or warranty and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any security interest, mortgage or lien upon (or obligations of any Borrower or any Guarantor in respect of) the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral retained by such Borrower or such Guarantor. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Loan Party Borrower or Guarantor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder, or whether any particular reserves are appropriate, or that the Liens liens and security interests granted to the Collateral Agent herein or pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 Agreement or in any of the Collateral Documentsother Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)any other Lender.

Collateral Matters. Each Lender (including 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 capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and 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 take the actions 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 taken by them repayable on demand, shall bear interest as set forth in Sections 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 LendersSection 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 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 Documents, 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 exercise other Sellers’ Secured Note Documents; or if approved, authorized or ratified in writing by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 DocumentsHolders. Upon request by the Administrative Agent at any time, the Lenders Holders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case 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 specified set forth in this Section 9.1210.07(c)), Section 7.04each Holder agrees to confirm in writing, Section 10.01 and Section 10.24upon request by the Agent, the applicable authority to release Collateral conferred upon the Agent will 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 each Lender is hereby irrevocably authorizes authorized by the applicable Agent Holders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Guarantor from its obligations under Collateral; provided, however, that (i) the GuarantyAgent shall not be required to execute any such document on terms which, in each case 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 accordance with any manner discharge, affect or impair the terms Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. Collateral retained by any Obligor. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Holder to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Sellers’ Secured Note Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 10.07 or in any of the Collateral Documentsother Sellers’ Secured Note Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as if it also is one of the Lenders Holders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany other Holder, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) irrevocably authorizes and directs the The Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, from time and without the obligation to timetake any such action, to take any action with respect to any Collateral or Collateral Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and liens upon Liens of the Security Documents. (b) The 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 pursuant to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Loans and all other Obligations (other than contingent indemnity obligations to the Collateral extent no claim has been asserted) payable under this Agreement and under the other Credit Documents; (ii) constituting property of the Loan Parties which is sold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Credit Documents; (iii) constituting property leased to the Loan Parties under an operating lease which has expired or been terminated in a transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Loan Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Lenders required by Section 8.04. Upon request by the Collateral Agent or the Administrative Agent at any timeAgent, the 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 9.12. In each case as specified 7.07. (c) Unless all the Lenders otherwise consent in this Section 9.12writing, Section 7.04, Section 10.01 any and Section 10.24, all cash collateral for the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at Obligations shall be released to the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever extent not applied to the Lenders or to any other Person to assure that Obligations, only if (i) the Collateral exists or is owned by any Revolving Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto Commitments have been properly or sufficiently or lawfully createdterminated (ii) all Obligations have been paid in full and are no longer outstanding, perfectedincluding, protected or enforced or are entitled to without limitation, any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)L/C Obligations but not including contingent indemnification obligations.

Collateral Matters. Each Lender (including in a) Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to take the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, (i) deems necessary or desirable either to preserve or protect the Collateral or any action with respect portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, provided, that, (A) the aggregate outstanding principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of ten (10%) percent of the Maximum Credit, and (B) the aggregate outstanding principal amount of the Special Agent Advances pursuant to this clause (ii) plus the aggregate outstanding principal amount of Loans and Letter of Credit Accommodations shall not exceed the Maximum Credit, or (iii) to pay any other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to Issuing Banks in respect of Letter of Credit Accommodations. Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Prime Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.10 hereof, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans. (b) Lenders hereby irrevocably authorize Agent, at its option and in its discretion to release any security interest in, mortgage or lien upon, any of the Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 13.1 below, or Collateral Documents (ii) constituting property being sold or disposed of if Administrative Borrower or any Borrower or Guarantor certifies to Agent that the sale or disposition is made in compliance with Section 9.7 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Borrower or Guarantor did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a value in the aggregate in any twelve (12) month period of less than $2,500,000, and to the extent Agent may be necessary to perfect and maintain perfected the release its security interest in and liens lien upon the any such Collateral granted pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders, or (v) if required or permitted under the terms of any of the other Financing Agreements, including any intercreditor agreement, or (vi) approved, authorized or ratified in writing by all of Lenders. Except as provided above, Agent will not release any security interest in, mortgage or lien upon, any of the Collateral Documentswithout the prior written authorization of all of Lenders. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12Section. In no event shall the consent or approval of any Issuing Bank be required to any release of Collateral. (c) Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Required Lenders, each case as specified Lender agrees to confirm in this Section 9.12writing, Section 7.04, Section 10.01 and Section 10.24upon request by Agent, the applicable authority to release Collateral conferred upon Agent will under this Section. Agent shall (and each Lender is hereby irrevocably authorizes the applicable Agent authorized by Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the security interest, mortgage or liens granted to Agent upon any Collateral to the extent set forth above; provided, that, (i) Agent shall not be required to execute any such Guarantor from its obligations under the Guarantydocument on terms which, in each case Agent’s opinion, would expose Agent to liability or create any obligations or entail any consequence other than the release of such security interest, mortgage or liens without recourse or warranty and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any security interest, mortgage or lien upon (or obligations of any Borrower or Guarantor in respect of) the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral retained by such Borrower or Guarantor. (d) Agent shall have no obligation whatsoever to the Lenders any Lender, Issuing Bank or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Loan Party Borrower or Guarantor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder, or whether any particular reserves are appropriate, or that the Liens liens and security interests granted to the Collateral Agent herein or pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 Agreement or in any of the Collateral Documentsother Financing Agree­ments, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the Collateral other terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender or Issuing Bank. (e) Without limiting the Lendersgenerality of the foregoing, except for its gross negligence or willful misconduct each Lender (i) authorizes Agent to enter into the Term B Loan Intercreditor Agreement, the Subordinated Noteholder Intercreditor Agreement, the WHX Intercreditor Agreement, the Intercompany Subordination Agreement and the Precious Metals Creditor Agreement on behalf of such Lender and (ii) agrees that it will be bound (as determined a Lender and, if applicable, a Bank Product Provider) by the terms and conditions of the Term B Loan Intercreditor Agreement, the Subordinated Noteholder Intercreditor Agreement, the WHX Intercreditor Agreement, the Intercompany Subordination Agreement and the Precious Metals Creditor Agreement, whether or not such Lender executes any such agreement. (f) If Agent is obligated to pay the Purchase Price to the Precious Metals Consignor in accordance with the terms of the Precious Metals Creditor Agreement, then Borrowers (automatically and without any further action) shall be deemed to have requested a court Revolving Loan (which is a Prime Rate Loan) on the date of competent jurisdiction such payment in a final an amount equal to the Purchase Price and non-appealable decision)the proceeds of such Revolving Loan shall be applied to pay the Purchase Price. The obligation of each Lender to deliver to Agent an amount equal to its Pro Rata Share of such Revolving Loan is absolute and unconditional notwithstanding the occurrence of any Event of Default, the failure to satisfy any other condition set forth in Section 4 or any other event of circumstance.

Collateral Matters. Each Lender (including a) When executed and delivered, the Collateral and Guarantee Agreement will be effective to create in its capacities favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as a potential Cash Management Bank defined therein) and a potential Hedge Bank(i) irrevocably authorizes and directs when Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent thereunder together with instruments of transfer duly endorsed in blank, the Lien thereon granted pursuant to the Collateral and Guarantee Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are properly filed in the offices specified in the Perfection Certificate, the Collateral and Guarantee Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors in the remaining Collateral (as defined therein) to the extent such Lien may be perfected by the filing of a financing statement in such offices, prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.06. (b) Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been properly filed in the jurisdictions specified in the Perfection Certificate, the Lien thereon granted pursuant to the Mortgages will constitute a fully perfected Lien on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, except Liens expressly permitted by Section 6.06. (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office and the filing of any Note applicable financing statements as provided in the preceding subsection (a), the Lien created under the Collateral and Guarantee Agreement will constitute a fully perfected Lien on all right, title and interest of the Loan Parties in the registered Intellectual Property or any applications therefore other than any “intent to use” application for which a statement of use has not been filed, in which a security interest may be fully perfected by filing in the acceptance thereof will be deemed United States Patent and Trademark Office and the United States Copyright Office, in each case prior and superior in right to agree, thatany other Person, except as otherwise set forth herein, any action taken by Liens expressly permitted under Section 6.06 (it being understood that subsequent recordings in the Required Lenders United States Patent and Trademark Office or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which United States Copyright Office may be necessary to perfect a Lien on registered trademarks and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request trademark applications or copyrights, respectively, acquired by the Administrative Agent at any time, Loan Parties after the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionEffective Date).

Collateral Matters. Each Lender (including a) The Collateral Agreement is effective to create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein subject to take the actions applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and to be taken by them as set forth general principles of equity, regardless of whether considered in Sections 7.04 and 10.24a proceeding in equity or at law. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except Except as otherwise set forth hereinrequired hereby or under any other Loan Document, any action taken by in the Required Lenders case of (i) the certificated Pledged Collateral described in the Collateral Agreement, when certificates or the Required Facility Lenderspromissory notes (in each case, if any), as applicable, representing such certificated Pledged Collateral are delivered to the Administrative Agent, together with instruments of transfer duly endorsed in accordance blank, and (ii) the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement in such Collateral will constitute a first priority perfected security interest in all right, title and interest of the Loan Parties in such Collateral, except for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable subject to applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and to general principles of equity, regardless of whether considered in a proceeding in equity or at law security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a first priority perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Intellectual Property Security Agreements with the provisions of this Agreement United States Patent and Trademark Office or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the powers set forth herein or thereinfinancing statements referred to in paragraph (a) of this Section, together with such other powers as are reasonably incidental theretothe security interest created under the Collateral Agreement in the specifically identified Intellectual Property therein will constitute a first priority perfected security interest in all right, shall be authorized title and binding upon all interest of the Lenders. The Collateral Agent is hereby authorized on behalf Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States of all of America, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the Lenders, without United States Patent and Trademark Office or 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 United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request such Intellectual Property acquired by the Administrative Agent at any time, Loan Parties after the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionClosing Date).

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthe Security Documents, and each holder (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the provisions of this Agreement or foregoing, the Collateral DocumentsAgent may, and in its discretion, release such Collateral Agent’s Liens on Collateral valued in the exercise by the Required Lenders or the Required Facility Lenders, as applicable, aggregate not in excess 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, $1,000,000 during each Fiscal Year without the necessity prior written authorization of any notice to or further consent from any Lender, from time so long as all proceeds received in connection with such release are applied to timethe Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to take reflect the deletion of any action with respect assets subject to any Collateral or Collateral Documents which may such release, Availability shall be necessary no less than the Availability immediately prior to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documentssuch release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24addition, the applicable Agent will Lenders (and each Lender other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes authorize (w) the applicable Collateral Agent toto subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower’s expense, execute and Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Loan Party Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r), clause (jj), or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of Permitted Liens, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute 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 be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) irrevocably authorizes and directs Effective on the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesClosing Date, 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, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, Trust Agreements shall be effective to create in favor 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 respective Collateral Agent is hereby authorized on behalf of all or Trustee for the ratable benefit of the Lenders, without the necessity of any notice to or further consent from any Lendera legal, from time to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect valid and maintain perfected the security interest enforceable Lien in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or 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 described therein in accordance with the terms thereof, subject to no other Liens (other than Permitted Collateral Liens), enforceable against the trustee and settlors (fideicomitentes) thereunder; provided, however, that (i) the Mexican Collateral Trust shall be a fully perfected first priority Lien, enforceable against third parties upon the registration of the Loan Amendment of the Mexican Collateral Trust in the share register ledgers of each OCA Entity, its registration before the corresponding Public Real Estate Registry (Registro Público de la Propiedad) and the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias) and (ii) the Colombian Security Trust Agreement shall be a fully perfected first priority Lien, enforceable against third parties, upon the registration of the Amendment of the Colombian Security Trust Agreement before the Movable Property Registry (Registro de Garantías Mobiliarias). (b) Effective on the Closing Date, the provisions of the Equity Interest Pledge Agreements shall be effective to create in favor of the respective Collateral Agent or Trustee for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in the Collateral described therein in accordance with the terms thereof, subject to no other Liens, enforceable against the pledgors thereunder; provided, however, that (i) the Mexican Pledge Agreement shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties upon registration of the Amendment of the Mexican Pledge Agreement in the share register ledgers of each OCA Entity as well as before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias), (ii) the Peruvian Pledge Agreements, as amended, shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens) upon the annotation of the Amendment of the Peruvian Pledge Agreements in the corresponding shares ledger books of MedicSer S.A.C. and Oncocenter Perú S.A.C. and the publication of the notice (aviso) in the SIGM regarding the execution of the Amendment of the Peruvian Pledge Agreements and (iii) upon the registration of the Amendment of the Peruvian Mortgage before the applicable Peruvian Public Registries in accordance with Section 6.13(g), the Peruvian Mortgage, as amended, shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties. (c) Effective on the Closing Date, the provisions of the Colombian Share Pledge Agreements shall be effective to create in favor of the Colombian Collateral Agent for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in respect of shares described therein in accordance with the terms thereof, subject to no other Liens (other than Permitted Liens), enforceable against the pledgors thereunder; provided, however, that (i) the Colombian Share Pledge Agreements shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties upon the registration of the Amendment of the Colombian Share Pledge Agreements in the share register ledgers of the Colombian Pledged Companies, respectively, as well as before the Colombian Registro de Garantías Mobiliarias. (d) Neither the establishment of the Liens created by the Security Documents, this Section 9.12nor the exercise of the rights and remedies contemplated by the Security Documents at any time, Section 7.04contravenes any provision of Law or any order, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders writ, injunction or to decree of any other Person to assure that the Collateral exists Governmental Authority or is owned by any Contractual Obligation of any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any Subsidiary thereof. (e) None of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in Loan Parties has received any written notice of the Collateral Documents, it being understood and agreed that any outstanding adverse claims by any Person in respect of its ownership or entitlement to the assets and rights assigned as Collateral, or any act, omission or event related thereto, and the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given and the Collateral Agent’s own interest in the Collateral as one distribution of the Lenders proceeds resulting from the enforcement of any Security Document shall be governed solely by the terms of such Security Document 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 Amended and non-appealable decision)Restated Intercreditor Agreement.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders, the Required Revolving Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders, the Required Revolving Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary or desirable to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 7.04 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 7.04 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, consent to the Collateral being released. Except as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesprovided above, and each holder the Collateral Agent will not release any of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 DocumentsSection 12.1). Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24addition, the applicable Agent will Lenders (and each Lender other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Current Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent (1) such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is permitted by this Agreement and in the case of a Subsidiary ceasing to constitute a Subsidiary, the Borrower will be deemed to make a new Investment in the residual equity retained directly or indirectly by the Borrower and (2) no Default or Event of Default has occurred or is continuing or would result therefrom and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement or, if the ABL Intercreditor Agreement is not then in effect, to the applicable Obligor. Promptly upon consummation of the FTS Distribution and Contribution Transaction, solely to the extent true, Borrower shall send a certificate to Agent toconfirming that FTS does not own any assets other than the Stock of Holdings, net operating losses with immaterial value and/or other property and assets with immaterial value (“FTS Distribution and Contribution Certificate”). Notwithstanding any other provisions set forth herein, upon the full and complete consummation of the FTS Distribution and Contribution Transaction and Agent’s receipt of the FTS Distribution and Contribution Certificate, (i) each of the FTS Pledge Agreements and the FTS Control Agreements shall be deemed terminated and released (automatically and through no further action of any Person), at (ii) FTS shall no longer be deemed to be party to the Security Agreement or any other Loan Document (automatically and through no further action of any Person), (iii) the Collateral Agent’s Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries) shall be deemed terminated and released (automatically and through no further action of any Person), and (iv) the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents) irrevocably authorize the Collateral Agent to (A) release its Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries), and (B) if reasonably requested by the Borrower’s expense, execute promptly execute, as applicable, and deliver to the Borrower any such additional instruments, terminations, lien releases, discharges of security interests, pledges and other similar discharge or release documents or other writings to effect or evidence such release and termination. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Loan Party Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute 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 be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given with the Collateral Agent’s own interest in consent or at the Collateral as one direction of the Required Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including in a) Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to take any action with respect the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, (i) deems necessary or desirable either to any preserve or protect the Collateral or Collateral Documents which may be necessary any portion thereof; or (ii) to perfect enhance the likelihood or maximize the amount of repayment by US Borrowers of the Loans and maintain perfected the security interest in and liens upon the Collateral granted other Obligations; or (iii) to pay any other amount chargeable to US Borrowers pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of costs, fees and expenses and payments to any issuer of Letter of Credit Accommodations provided, that, the aggregate principal amount of the Special Agent Advances and the Canadian Special Agent Advances shall not exceed US$4,000,000. Special Agent Advances and Canadian Special Agent Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. (b) Tranche B Agent may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing, make such disbursements and advances (“Special Tranche B Agent Advances”) which Tranche B Agent, in its sole discretion, (i) deems necessary or desirable either to preserve or protect the Collateral Documentsor any portion thereof; or (ii) to enhance the likelihood or maximize the amount of repayment by US Borrowers of the Loans and other Obligations; provided, that, the aggregate principal amount of the Special Tranche B Agent Advances and the Canadian Special Tranche B Agent Advances shall not exceed US$2,150,000. Special Tranche B Agent Advances and Canadian Special Tranche B Agent Advances shall be repayable on demand and be secured by the Collateral. Special Tranche B Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. (c) US Lenders hereby irrevocably authorize Agent, at its option and in its discretion to release any Lien upon any of the Collateral (i) upon payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 11.1 below, or (ii) constituting property being sold or disposed of if US Borrowers certify to Agent that the sale or disposition is made in compliance with Section 8.7 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which US Borrowers did not own an interest at the time the Lien was granted or at any time thereafter, or (iv) if required or permitted under the terms of any of the other Financing Agreements, or (v) approved, authorized or ratified in writing by all US Lenders. Except as provided above, Agent will not release any Lien upon any of the Collateral without the prior written authorization of all of US Lenders. Upon request by the Administrative Agent at any time, the US Lenders will promptly confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In Section. (d) Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by US Lenders, each case as specified US Lender agrees to confirm in this Section 9.12writing, Section 7.04, Section 10.01 and Section 10.24upon request by Agent, the applicable authority to release Collateral conferred upon Agent will under this Section. Agent shall (and each Lender is hereby irrevocably authorizes the applicable Agent authorized by US Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens granted to Agent upon any Collateral to the extent set forth above; provided, that, (i) Agent shall not be required to execute any such Guarantor from its obligations under the Guarantydocument on terms which, in each case Agent’s opinion, would expose 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 accordance with any manner discharge, affect or impair the terms Obligations or any Lien upon (or obligations of US Borrowers in respect of) the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 Collateral retained by US Borrowers. (e) Each of Agent and Section 10.24. The Collateral Tranche B Agent shall have no obligation whatsoever to the Lenders any US Lender or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Loan Party US Borrowers or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder, or whether any particular reserves are appropriate, or that the Liens liens and security interests granted to the Collateral Agent herein or pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 Agreement or in any of the Collateral Documentsother Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each of Agent and Tranche B Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s its own interest in the Collateral as one of the Lenders a US Lender and that the Collateral each of Agent and Tranche B Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)any other US Lender.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent (including in its capacity as representative of the Lenders under the Security Documents) and the Collateral Agent to take the actions enter into (and agrees to be taken bound by them the terms of) (x) the Guarantee Agreement, the Security Documents, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as set forth may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 Section 2.6, any Increase Supplement as provided in Section 2.6, any Lender Joinder Agreement as provided in Section 2.6, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Section 2.7 and 10.24any Extension Amendment as provided in Section 2.8. 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 Administrative Agent, the Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Guarantee Agreement, the Security Documents, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or the Collateral Documents, any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, 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. Each Lender further agrees that the Collateral Agent may act pursuant to the Security Documents as instructed by the representative of the First Lien Obligations (as defined in the Security Agreement) then having authority to direct actions of the Collateral Agent pursuant to the Security Documents. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Term Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents or if instructed to do so in accordance with the Security Documents. (b) The Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Initial Term Loan Commitments and payment and satisfaction of all of the Term Loan Facility Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor designated as an Excluded Subsidiary or constituting Equity Interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by Section 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents and (B) at the written request of the Borrower to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent any Agent, at any time, the Lenders will confirm in writing the Collateral any Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 10.8. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.17. Upon request by any Agent, at any time, the terms of Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral 10.8(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings, the Borrower or any Loan Party of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 10.8 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its bad faith, gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court and in accordance with either Section 11.1 or 11.17, as applicable, with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. Each Lender (including in a) Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, to take at any action with respect to time on or after an Event of Default and for so long as the same is continuing or upon 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 other failure of a condition precedent to the Collateral Documents. Upon request by the Administrative Loans and Letters of Credit hereunder, make such disbursements and advances (“Special Agent at any time, the Lenders will confirm in writing the Collateral Advances”) which Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given (i) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Loan Parties of the Loans and other Obligations, provided that (A) the aggregate principal amount of the Special Agent Advances outstanding at any time, plus the then outstanding principal amount of the additional Loans and Letters of Credit which Agent may make or provide as set forth in Section 13.9 hereof, shall not exceed the amount equal to ten percent (10%) of the Maximum Credit and (B) the aggregate principal amount of the Special Agent Advances outstanding at any time, plus the then outstanding principal amount of the Loans and Letters of Credit, shall not exceed the Maximum Credit, except at Agent’s own interest in option, provided that to the Collateral as one extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Lenders Loans and Letters of Credit exceed the Maximum Credit, the Special Agent Advances that are in excess of the Collateral Maximum Credit (“Excess Special Agent Advances”) shall be for the sole account and risk of Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Excess Special Agent Advances, or (iii) to pay any other amount chargeable to any Loan Party pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and expenses and payments to Issuing Bank in respect of any Letter of Credit Obligations. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Base Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.11, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance not to exceed such Lender’s Commitment. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall have no duty or liability whatsoever be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the Lenders, except date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for its gross negligence or willful misconduct each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans. The Required Lenders may at any time by written notice to Agent (x) revoke Agent’s authority to make further Special Agent Advances and (y) instruct Agent to demand repayment of outstanding Special Agent Advances from the Loan Parties. Absent such revocation, Agent’s determination that funding of a court of competent jurisdiction in a final and non-appealable decision)Special Agent Advance is appropriate shall be conclusive.

Collateral Matters. Each Lender At all times following the occurrence of the Collateral Event: (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further customary actions (including the filing and recording of financing statements, fixture filings and other documents and recordings of Liens in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs stock registries), that may be required under any applicable law, or that the Administrative Agent and may reasonably request, to cause the requirements of the occurrence of the Collateral Event to remain satisfied. (b) If any additional Guarantor or Foreign Subsidiary or FSHCO is formed or acquired after such Collateral Event, or if any additional Equity Interests of any Guarantor or Foreign Subsidiary or FSHCO are issued after such Collateral Event, (i) notify the Administrative Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthereof, and each holder of any Note by (ii) within 30 Business Days after such date or such longer period as the acceptance thereof will be deemed to Administrative Agent shall agree, that(A) pledge all outstanding Equity Interests of such new Guarantor issued after such Collateral Event, except pledge Equity Interests in such new Foreign Subsidiary or FSHCO issued after such Collateral Event up to an amount thereof that would qualify as otherwise set forth herein“Collateral”, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, pledge all new Equity Interests of the powers set forth herein Guarantor issued after such Collateral Event, pledge Equity Interests of the Foreign Subsidiary or thereinFSHCO issued after such Collateral Event up to an amount thereof that, together with other Equity Interests in such other powers Foreign Subsidiary or FSHCO that have previously been pledged, would qualify 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or 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“Collateral”, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that Administrative Agent under the Collateral exists or is owned by any Loan Party or is cared forAgreement, protected or insured or that the Liens granted except to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully createdextent such Equity Interests constitute Excluded Assets, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available (B) deliver to the Collateral Administrative Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of for 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 as one benefit of the Lenders and that the Bank Product Providers all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank. (c) If any additional Guarantor or Foreign Subsidiary or FSHCO is formed or acquired after the Collateral Event, deliver to the Administrative Agent within 30 Business Days after such date or such longer period as the Administrative Agent shall have no duty or liability whatsoever agree, (i) a supplement to the LendersCollateral Agreement, except for its gross negligence in the form specified therein, duly executed and delivered on behalf of such Credit Party and (ii) supplements to the other Security Documents, if applicable, to cause the requirements of the occurrence of the Collateral Event to become satisfied with respect to such new Credit Party. (d) Furnish to the Administrative Agent prompt written notice (and in any event within 30 days) of any change in (i) any Credit Party’s corporate or willful misconduct organizational name, (as determined by a court ii) any Credit Party’s organizational form or jurisdiction of competent jurisdiction in a final and non-appealable decision)organization, (iii) the location of any Credit Party’s chief executive office or (iv) any Credit Party’s organizational identification number.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take enter into (x) the actions Security Documents, the ABL/Term Loan Intercreditor Agreement, aany Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, aany Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be taken secured by them a valid, perfected lien (with such priority as set forth may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Sections 7.04 Subsection 2.8 together with any escrow agreementsagreement entered into in connection therewith, any Increase Supplement as provided in Subsection 2.8, any Lender Joinder Agreement as provided in Subsection 2.8, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension Amendment as provided in Subsection 2.10 and, any Specified Refinancing Amendment as provided in Subsection 2.11, any agreement required in connection with a loan modification offer pursuant to Subsection 11.1(h) and 10.24any agreement required in connection with a Repricing Transaction pursuant to Subsection 11.1(i). 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 Administrative Agent, Collateral Agent or the Required Facility Lenders, as applicable, Lenders in accordance with the provisions of this Agreement, the Security Documents, the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment and any escrow agreementsagreement entered into in connection therewith, any Increase Supplement, any Lender Joinder Agreement or the Collateral Documentsany agreement required in connection with a Permitted Debt Exchange Offer or, loan modification offer pursuant to Subsection 11.1(h) or Repricing Transaction pursuant to Subsection 11.1(i) or any Extension Amendment or any Specified Refinancing Amendment and the exercise by the Required Lenders Agents or the Required Facility Lenders, as applicable, 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. Each Lender appoints and authorizes the Collateral Agent to act as the agent of such Lender under this Agreement and the other Loan Documents (and, in its capacity as Collateral Agent, to hold the benefit of any security interest created by the Security Documents and/or any asset and proceeds of any asset paid to, held by or received or recovered by it under or in connection with the Loan Documents on trust for itself and the other Lenders according to its and their respective interests and upon the terms and conditions set out in the relevant Loan Documents). The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any applicable Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. Notwithstanding the foregoing, each Lender expressly and irrevocably waives any right to take or institute any actions or proceedings, judicial or otherwise, for any right or remedy or assert any other cause of action against any Loan Party (including the exercise of any right of set-off, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings or any other cause of action, or otherwise commence any remedial procedures, in each case in its capacity as a Lender, against any Holding Company, the Borrower and/or any of their respective Subsidiaries or any Parent Entity or IPO Vehicle with respect to any Collateral or any other property of any such Person, without the prior written consent of the Administrative Agent and the Required Lenders (which shall not be withheld in contravention of this Section 10); provided, that, for the avoidance of doubt, this provision may be enforced against any Lender by the Required Lenders, the Agents or the Borrower (or any of its Affiliates) and each Lender and the Agents expressly acknowledge that this provision shall be available as a defense of the Borrower (or any of its Affiliates) in any action, proceeding, cause of action or remedial procedure. The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Term Loan Facility Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than a Loan Partythe Borrower or a Subsidiary Guarantor) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor whichthat is or becomes an Excluded Subsidiary, is released from its Term Loan Facility Obligations pursuant to Subsection 7.9(b) or ceases to be a Restricted Subsidiary of the Borrower, or constituting Capital Stock or other equity interests of an Excluded Subsidiary (other than Capital Stock of a Foreign Subsidiary or a Subsidiary described in clause (d) of the definition of “Excluded Subsidiary” if and to the extent it is required to be pledged as Collateral pursuant to any applicable Security Document), (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by Subsection 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents, (B) to enter into any intercreditor agreement (including the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets, (C) at the written request of the Borrower to subordinate any Lien (or to confirm the absence of any Lien) on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien (other than Permitted Liens securing the Obligations under the Loan Documents or that are required by the express terms of this Agreement to be pari passu with or junior to the Liens on the Collateral securing the Term Loan Facility Obligations pursuant to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement), (D) to release any Subsidiary Guarantor from its Term Loan Facility Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary of the Borrower, is released from its Term Loan Facility Obligations pursuant to Subsection 7.9(b) or is or becomes an Excluded Subsidiary and (E) to release any Lien granted to or held by such Agent upon any ABL Priority Collateral to the extent required pursuant to the terms of the ABL/Term Loan Intercreditor Agreement or any Other Intercreditor Agreement. Upon request by the Administrative Agent any Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing the Collateral any Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 Subsection 10.8. (c) The Lenders hereby authorize the Administrative Agent and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsAgent, or to evidence as the release of such Guarantor from its obligations under the Guarantycase may be, in each case at its option and in accordance with its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Subsection 11.17. Upon request by any Agent, at any time, the terms of Required Lenders will confirm in writing the Loan Documents, Administrative Agent’s and the Collateral Agent’s authority under this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Subsection 10.8(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party Holding Company, the Borrower or any of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.12, Section 7.04, Section 10.24 Subsection 10.8 or in any of the Collateral Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by and in accordance with either Subsection 11.1 or 11.17, as applicable, with the written consent of the Agent party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree. (g) Notwithstanding the foregoing, each Lender expressly and irrevocably agrees that it will not hinder, or direct the Agents to take any action that will hinder, the automatic release of any security interest, Lien or Guarantee provided for by this Subsection 10.8 to the extent the Borrower determines in good faith that the applicable transaction is permitted under this Agreement (including, without limitation, in connection with any disposition to Persons other than a court Borrower or a Subsidiary Guarantor permitted under this Agreement), including, without limitation, any refusal to release security interests, Liens or Guarantees, return possessory collateral, execute and/or file release documentation or take any other reasonably requested actions to document or effectuate the release of competent jurisdiction such security interests, Liens or Guarantees, in a final each case, at the Borrower’s sole cost and non-appealable decisionexpense, and each Lender expressly and irrevocably agrees that the Agents shall be authorized to, and shall, take any necessary action to release any such security interest, Lien or Guarantee to the extent authorized to do so by this Subsection 10.8 without any obligation or requirement to notify or obtain consent from any Lender unless required by Subsection 11.1(a)(iii) (and the Agents shall not condition any such actions on providing notice to, or obtaining consent from, the Lenders unless required by Subsection 11.1(a)(iii)).

Collateral Matters. Each Lender The Lenders irrevocably agree: (a) The Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document, (i) at the time the property subject to such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (but solely to the extent such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral) or sold, leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any Permitted Pre-IPO Investment or any Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to release such Lien on such asset in connection with the transfer as provided in the second to last sentence of this Section 10.28(a) or so long as (w) except as permitted by Section 6.06(q) or Section 6.06(s), the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or any Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (ii) subject to Section 10.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other number of Lenders whose consent is required under Section 10.02), (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09(a), (b), (c), (d), and (e), (iv) upon termination of all Commitments and the repayment in full of all outstanding principal and accrued interest with respect to the Loans, all Fees and other Obligations, (v) in connection with the grant of Liens permitted hereunder under Section 6.02(k) and subject to the Intercreditor Agreement, if the applicable Loan Party grants a Lien to the Collateral Agent or for the benefit of the Collateral Agent in a manner reasonably satisfactory to the Collateral Agent, substantially concurrently with the release of such asset, to the extent such release or termination and re-grant is necessary or advisable under applicable law, (vi) to the extent such property is Excluded 1304976.12A-NYCSR02A - MSW Property, and (vii) on or after the date that an Equal and Ratable Event occurs, but prior to a Qualified Intermediate IPO, with respect to Collateral granted by Holdings under the Security Documents to which Holdings is a party, subject to the applicable Holdings Intercreditor Agreements, to the extent provided in such Security Documents (including the release of all such Collateral granted by Holdings on the date that a Qualified Intermediate IPO is consummated). Notwithstanding anything to the contrary above, if Intellectual Property or Real Property (and related fixtures) that constitutes Collateral is transferred pursuant to a transaction permitted by the Loan Documents from a Loan Party to another Loan Party and the applicable Intellectual Property or Real Property filing office requires the release of the existing Lien in favor of the Collateral Agent prior to reflecting the transfer in the register, then the Collateral Agent shall be permitted, without the consent of any Lender or any other Person, to release its capacities Lien in respect of such Intellectual Property or Real Property (and related fixtures) in order to effect such transfer so long as a potential Cash Management Bank (i) the Transfer Conditions are satisfied at the time of such transfer and a potential Hedge Bank) irrevocably authorizes and directs Intermediate Holdings shall have certified the same to the Administrative Agent and the Collateral Agent, (ii) substantially concurrently with the effectiveness of such transfer, such Intellectual Property and/or Real Property is pledged to the Collateral Agent to take secure the actions Obligations on terms substantially the same as the pledge that is released by the Collateral Agent, (iii) the priority of the new Lien in favor of the Collateral Agent, whether pursuant to be taken by them the Intercreditor Agreement or otherwise, is the same as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthat of the original Lien, and each (iv) the Liens on such Intellectual Property or Real Property (and related fixtures) in favor of holders of Indebtedness under the Revolving Credit Loan Documents or any Permitted Refinancing of any Indebtedness under the Revolving Credit Agreement, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released substantially concurrently with the release granted by the Collateral Agent. Notwithstanding the foregoing, where Intellectual Property and Real Property (and related fixtures) can be transferred pursuant to an assignment and assumption or similar agreement in a manner that would avoid the need to release the Liens in favor of the Collateral Agent as described in the preceding sentence, then the Loan Parties shall effect such transfer pursuant to an assignment and assumption or similar agreement. (b) The Collateral Agent is authorized to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Note Lien on such property that is permitted by Section 6.02(i), to the extent required by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, terms of the obligations secured by such Liens. (c) Notwithstanding any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions other provision of this Agreement or any other Loan Document to the Collateral Documentscontrary, the Administrative Agent may in its discretion, and shall at the exercise by direction of the Required Lenders, release any or all of the Mortgaged Properties located in the United States from the applicable Mortgages if the Administrative Agent has, or the Required Lenders have, reasonably determined that being secured by any such Mortgaged Properties or holding any of such Mortgages could be detrimental to the Administrative Agent or the Required Facility Lenders, and so long as applicablethe Administrative Agent shall have given Intermediate Holdings written notice at least five days prior to any such release; provided, however, the Administrative Agent shall not be required to give any such prior notice to Intermediate Holdings if the Administrative Agent, in its discretion, has determined that delay of such release would be detrimental to the powers set forth herein Administrative Agent 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each 1304976.12A-NYCSR02A - MSW Each Lender irrevocably authorizes the applicable Collateral Agent to), at the Borrower’s expense, execute and deliver documents to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, Documents and this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)10.28.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank a) The Lenders (and a potential Hedge Bankeach other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes and directs the Administrative Agent and authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to take release its Liens on the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesCollateral, 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, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral pursuant permitted by Section 8.8 to this Section 9.12. In each case as specified a Person that is not an Obligor; (iii) if any such Collateral constitutes property in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, which the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), Obligors owned no interest at the Borrower’s expense, execute and deliver time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the applicable Loan Party extent the property constituting 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 Documentsis owned by any Guarantor, or to evidence upon the release of such Guarantor from its obligations under the Guaranty, in each case Guarantee Agreement (in accordance with the terms second succeeding sentence and the Guarantee Agreement); (vi) as required by the Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Loan DocumentsCollateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, this the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.1212.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lender, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 7.044.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by the 149 EXHIBIT 10.1 (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 10.01 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and Section 10.24. upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including a) The Security Agreement will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral Agent to take the actions to be taken by them (as set forth in Sections 7.04 defined therein) 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, in accordance with the provisions of this Agreement or (i) when the Collateral Documents(as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code), and if any, is delivered to the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or thereinAdministrative Agent, together with such other powers as are reasonably incidental theretoinstruments of transfer duly endorsed in blank, 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 created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Borrower in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person other than Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request by Mortgaged Properties subject thereto and the Administrative Agent at any timeproceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Lenders Mortgages will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and constitute a fully perfected security interest granted under the Collateral Documentsin all right, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms title and interest of the Loan Documentsmortgagors in the Mortgaged Properties and the proceeds thereof, this Section 9.12, Section 7.04, Section 10.01 prior and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or superior in right to any other Person other than Liens permitted under Section 6.02. (c) Each Security Document, other than any Security Document referred to assure that in the Collateral exists or is owned preceding paragraphs of this Section and any Control Agreement, upon execution and delivery thereof by any Loan Party or is cared for, protected or insured or that the Liens granted to parties thereto and the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any making of the rights, authorities filings and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any taking of the Collateral Documentsother actions provided for therein, it being understood and agreed that will be effective under applicable law to create in respect favor of the CollateralAdministrative Agent, or any actfor the benefit of the Secured Parties, 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 a valid and enforceable security interest in the Collateral as one subject thereto, and each such security interest will constitute a fully perfected security interest in all right, title and interest of the Lenders and that Borrower or the Guarantor in the Collateral Agent shall have no duty or liability whatsoever subject thereto, prior and superior to the Lenders, except for its gross negligence or willful misconduct (as determined by a court rights of competent jurisdiction in a final and non-appealable decision)any other Person other than Liens permitted under Section 6.02.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) The Lenders hereby irrevocably authorizes and directs the Administrative Agent and authorize the Collateral Agent to take release any Lien upon any Collateral (i) upon the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, termination of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized Commitments and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf payment and satisfaction in full 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 Obligations (other than contingent obligations with respect to then unasserted claims), (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition to a Person that is not a Loan Party, (iii) which constitutes property subject to the proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant (v) as to the Collateral Documentsof any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable SECTION 8.16. (b) The Collateral Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the Guaranty, in each case in accordance with the terms request of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 Borrower and Section 10.24. The Collateral Agent shall have no obligation whatsoever pursuant to documentation reasonably acceptable to the Lenders or Administrative Agent and/or Collateral Agent, to subordinate any other Person to assure that the Collateral exists or is owned by Lien on any Loan Party or is cared for, protected or insured or that the Liens property granted to or held by the Administrative Agent or the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty Loan Document to the holder of care, disclosure any Lien on such property that is permitted under clause (f) or fidelity any (h) of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any definition of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)Permitted Encumbrances.

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its capacities as sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a potential Cash Management Bank release is required or desirable in connection therewith and a potential Hedge Bank) irrevocably authorizes and directs if the Administrative Borrower certifies to the Collateral Agent that the sale or disposition is permitted under Section 6.4 or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower or its Subsidiaries owned any interest at the time the Lender Group’s Liens was granted nor at any time thereafter, or (iv) constituting property leased to take a Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the actions to be taken by them as set forth in Sections 7.04 Collateral Agent will not execute and 10.24. Each Lender hereby agrees, and each holder deliver a release of any Note by Lien on any Collateral without the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by prior written authorization of (y) if the Required Lenders release is of all or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon substantially all of the Lenders. The Collateral Agent is hereby authorized on behalf of Collateral, all of the Lenders, without or (z) otherwise, 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 DocumentsRequired Lenders. Upon request by the Collateral Agent or the Administrative Agent Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.1216.12; provided, Section 7.04however, Section 10.01 and Section 10.24, that (1) the applicable Collateral Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, shall not be required to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request any document necessary to evidence the such release or subordination of such item of Collateral from the assignment and security interest granted under on terms that, in the Collateral DocumentsAgent’s opinion, would expose the Collateral Agent to liability or to evidence create any obligation or entail any consequence other than the release of such Guarantor from its Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsBorrowers in respect of) all interests retained by the Borrowers, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. The Collateral all of which shall continue to constitute part of the Collateral. (b) No Agent shall have no any obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Borrowers or is cared for, protected protected, or insured or has been encumbered, or that the Lender Group’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral any Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Collateral terms and conditions contained herein, each Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral such Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral such Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lendersforegoing, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. Each Lender The Lenders irrevocably agree: (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) irrevocably authorizes and directs the Administrative Agent and that the Collateral Agent is authorized to take the actions release any Lien on any property granted to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note or held by the acceptance thereof will Collateral Agent under any Loan Document, (i) at the time the property subject to such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (but solely to the extent such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral) or sold, leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be deemed released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to agree, that, release such Lien on such asset in connection with the transfer so long as (w) except as otherwise set forth hereinpermitted by Section 6.06(q) or Section 6.06(s), the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or any action taken Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (ii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all number of the Lenders. The Collateral Agent Lenders whose consent 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 Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this required under Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to11.02), at (iii) if the Borrower’s expenseproperty subject to such Lien is owned by a Guarantor, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09(a), (b) and (c), (iv) upon termination of all Commitments and the Guarantyrepayment in full of all outstanding principal and accrued interest with respect to the Loans, all Fees and other Obligations, (v) in connection with the grant of Liens permitted hereunder under Section 6.02(k) and subject to the Intercreditor Agreement, if the applicable Loan Party grants a Lien to the Collateral Agent or for the benefit of the Collateral Agent in a manner reasonably satisfactory to the Collateral Agent, substantially 1117312.02-CHISR02A - MSW concurrently with the release of such asset, to the extent such release or termination and re-grant is necessary or advisable under applicable law, and (vi) to the extent such property is Excluded Property. (b) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i), to the extent required by the terms of the obligations secured by such Liens; Each Lender irrevocably authorizes the Collateral Agent to, at each Co-Borrower’s expense, execute and deliver documents to authorize the release or subordination of such items of Collateral from the Liens granted under the Security Documents, in each case in accordance with the terms of the Loan Documents, Documents and this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)11.29.

Collateral Matters. Each Lender (including a) The Collateral shall be released automatically from any Liens securing any Obligations upon the Termination Date. In addition, the Collateral, or a portion thereof, as the case may be, shall be released automatically from any Liens securing any Obligations as follows: (i) upon any sale or other disposition of any Collateral (and, in its capacities as a potential Cash Management Bank and a potential Hedge Bankthe case of any such disposition the proceeds of which are required to be applied to any mandatory prepayment of the Obligations under any Loan Document, the receipt by any Loan Party of the proceeds thereof), (A) irrevocably authorizes and directs pursuant to the Administrative Agent and exercise of remedies by the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or and the Collateral other applicable Security Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, (B) pursuant to Section 363 of the powers set forth herein Bankruptcy Code in connection with a bankruptcy or therein, together with such insolvency proceeding or 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 similar action with respect to any Loan Party, or (C) permitted by the terms of the Loan Documents; provided that the Liens on any such Collateral securing any Obligations shall attach to the proceeds of such Collateral; or (ii) upon any Collateral Documents which may be necessary to perfect and maintain perfected becoming an Excluded Asset. (b) Each of the security interest in and liens upon Secured Parties hereby authorizes the Collateral granted pursuant Agent to release any Lien on any Collateral in the circumstances described in Section 9.16(a). Any other release of any Lien encumbering any Collateral shall be made by the Collateral Documents. Upon request by the Administrative Agent at any timethe direction of Required Lenders, the Lenders will confirm in writing the Collateral Agent’s authority subject to release particular types or items of Collateral pursuant to this Section 9.12. 10.5. (c) In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.249.16(a), the applicable Collateral Agent will (and each Lender irrevocably authorizes the applicable Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, consent to the Collateral being released. Except as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesprovided above, and each holder the Collateral Agent will not release any of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 DocumentsSection 12.1). Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24addition, the applicable Agent will Lenders (and each Lender other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Current Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent (1) such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is permitted by this Agreement and in the case of a Subsidiary ceasing to constitute a Subsidiary, the Borrower will be deemed to make a new Investment in the residual equity retained directly or indirectly by the Borrower and (2) no Default or Event of Default has occurred or is continuing or would result therefrom and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement ([**]) or, if the ABL Intercreditor Agreement is and [**] are not then in effect, to the applicable Obligor. Promptly upon consummation of the FTS Distribution and Contribution Transaction, solely to the extent true, Borrower shall send a certificate to Agent toconfirming that FTS does not own any assets other than the Stock of Holdings, net operating losses with immaterial value and/or other property and assets with immaterial value (“FTS Distribution and Contribution Certificate”). Notwithstanding any other provisions set forth herein, upon the full and complete consummation of the FTS Distribution and Contribution Transaction and Agent’s receipt of the FTS Distribution and Contribution Certificate, (i) each of the FTS Pledge Agreements and the FTS Control Agreements shall be deemed terminated and released (automatically and through no further action of any Person), at (ii) FTS shall no longer be deemed to be party to the Security Agreement or any other Loan Document (automatically and through no further action of any Person), (iii) the Collateral Agent’s Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries) shall be deemed terminated and released (automatically and through no further action of any Person), and (iv) the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents) irrevocably authorize the Collateral Agent to (A) release its Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries), and (B) if reasonably requested by the Borrower’s expense, execute promptly execute, as applicable, and deliver to the Borrower any such additional instruments, terminations, lien releases, discharges of security interests, pledges and other similar discharge or release documents or other writings to effect or evidence such release and termination. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Loan Party Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute 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 be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given with the Collateral Agent’s own interest in consent or at the Collateral as one direction of the Required Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) The Lenders hereby irrevocably authorizes and directs the Administrative Agent and authorize the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesrelease any Lien upon any Collateral, and each holder of any Note by such Lien shall automatically be released, (i) upon the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, termination of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized Commitments and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf payment and satisfaction in full 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 Obligations (other than contingent indemnity obligations with respect to then unasserted claims and the Other Liabilities that are permitted by the providers thereof to remain outstanding), all Letters of Credit shall have expired or terminated (or been cash collateralized or otherwise credit supported (including backstop letters of credit) in a manner reasonably satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or been cash collateralized or otherwise credit supported (including backstop letters of credit) in a manner reasonably satisfactory to the applicable Issuing Bank), (ii) (x) constituting property being sold, transferred or disposed of in a Permitted Disposition or (y) which constitutes property subject to the proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the Pledge Agreement, (iii) as provided in any Collateral or Collateral Documents which may be necessary intercreditor agreement, including the Intercreditor Agreement with respect to perfect Term Loan Priority Collateral, and maintain perfected the security interest in and liens upon the Collateral granted pursuant (iv) as to the Collateral Documentsof any Facility Guarantor, upon its release from its Facility Guarantee as a result of a transaction or designation permitted hereunder (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.248.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the applicable Collateral Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens upon any Collateral described in Section 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Facility Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, and (ii) upon the Guaranty, in each case in accordance with the terms request of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 Lead Borrower and Section 10.24. The Collateral Agent shall have no obligation whatsoever pursuant to documentation reasonably acceptable to the Lenders or Administrative Agent and/or Collateral Agent, to subordinate any other Person to assure that the Collateral exists or is owned by Lien on any Loan Party or is cared for, protected or insured or that the Liens property granted to or held by the Administrative Agent or the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully createdunder any Loan Document to the holder of any Lien on such property that is permitted under clause (f), perfected(h), protected or enforced or are entitled to any particular priority(m), or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any (s) of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any definition of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)Permitted Encumbrances.

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize Agent, at its option and in its capacities as sole discretion, to release any Lien on any Collateral or other collateral securing the Obligations (i) upon the termination of the Commitments, the termination or expiration of all Letters of Credit and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a potential Cash Management Bank release is required or desirable in connection therewith and a potential Hedge Bank) irrevocably authorizes and directs if Borrower certifies to Agent that the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders sale or the Required Facility Lenders, as applicable, in accordance with the provisions disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Subsidiaries owned no interest at the time Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral Documents, and or other collateral securing the exercise by Obligations without the Required Lenders prior written authorization of (A) if the release is of all 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 substantially all of the Lenders. The Collateral Agent is hereby authorized on behalf of Collateral, all of the Lenders, without or (B) otherwise, 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 DocumentsRequired Lenders. Upon request by the Administrative Agent or Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral or other collateral securing the Obligations pursuant to this Section 9.1216.11. In each case Upon receipt (1) by Agent of any confirmation from all of the Lenders or the Required Lenders, as specified in this Section 9.12applicable, Section 7.04or (2) the occurrence of an event described above for which collateral release does not require the approval of any Lender and upon at least ten (10) Business Days’ (or such shorter period as may be approved by Agent) prior written request by Borrower, Section 10.01 and Section 10.24, the applicable Agent will shall (and each Lender is hereby irrevocably authorizes the applicable Agent authorized by Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens granted to Agent upon such Guarantor from its obligations under Collateral or other collateral securing the GuarantyObligations; provided, however, that (y) Agent shall not be required to execute any document necessary to evidence such release on terms that, in each case Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (z) such release shall not in accordance with any manner discharge, affect, or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party Borrower or its Subsidiaries or is cared for, protected protected, or insured or has been encumbered, or that the Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Collateral terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lendersforegoing, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize the Agent, at its option and in its capacities as a potential Cash Management Bank sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the payment and a potential Hedge Banksatisfaction in full of all Loans and all other Obligations; (ii) irrevocably authorizes constituting property being sold or disposed of if the applicable Loan Party certifies to the Agent that the sale or disposition is made in compliance with Section 7.9 and directs the Administrative Agent Section 3.1 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which no Loan Party owned an interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to take a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of Agent will not release 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, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Agent’s Liens without the prior written authorization of the Lenders. The ; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral Agent is hereby authorized on behalf valued in the aggregate not in excess of all $2,000,000 during each Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $4,000,000 during each Fiscal Year with the prior written authorization of Required 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 or the Loan Parties at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this 12.11. (b) Upon receipt by the Agent of any authorization required pursuant to Section 9.1212.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, Section 7.04, Section 10.01 and Section 10.24upon at least five (5) Business Days prior written request by the Loan Parties, the applicable Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Agent’s Liens upon such Guarantor from its obligations under Collateral; provided, however, that (i) the GuarantyAgent shall not be required to execute any such document on terms which, in each case the Agent’s opinion, would expose the Agent to liability or create any material obligation or entail any material consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsParties in respect of) all interests retained by any Loan Party, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of the Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or has been encumbered, or that the Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including a) The Lenders irrevocably authorize the Administrative Agent, at its option and in its capacities discretion, to release any Lien on any Collateral (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is Disposed of or to be Disposed of as a potential Cash Management Bank part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders. (b) (i) In the event of (A) any Disposition of Collateral permitted pursuant to Section 7.05(b), (c) or (d) (if applicable) or (B) the granting of Liens on existing Collateral to secure the Revolving Credit Agreement, the Lenders and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent agree that the Secured Parties’ Lien on such Collateral automatically shall be released so long as (x) the Borrower shall have submitted to the Administrative Agent a Borrowing Base Report demonstrating that, after giving pro forma effect to any such requested release of Collateral, the Total Outstandings shall not exceed the Borrowing Base and (y) in the Collateral Agent to take case of any Released Containers (as defined below), the actions to be taken by them as conditions set forth in Sections 7.04 and 10.24Section 9.10(b)(ii) have been satisfied. Each Lender hereby agreesIn such event, and each holder the Administrative Agent, on behalf of any Note by the acceptance thereof will Secured Parties, shall be deemed to agree, that, except as otherwise set forth herein, any action taken by have released such Collateral from the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions Lien of this Agreement or the Collateral Documents, and the exercise by Administrative Agent shall, at Borrower’s request, within three (3) Business Days execute any documentation reasonably required to evidence such release. (i) Subject to Section 9.10(b)(i), the Required Lenders or and the Required Facility LendersAdministrative Agent agree that the Lien on various Marine Containers included in the Marine Container Collateral (each such Released Marine Container, as applicablea “Released Container” and collectively, of the powers set forth herein or therein, together with “Released Containers”) and all Collateral specifically related to such other powers as are reasonably incidental thereto, Released Containers shall be authorized automatically released from time to time upon request of Borrower and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf satisfaction of all of the Lendersfollowing conditions: (A) Borrower shall provide replacement Marine Containers (each, without a “Substitute Container” and collectively, the necessity “Substitute Containers”) in substitution for such Released Containers and the then aggregate Net Book Value of all Substitute Containers shall be not less than the then aggregate Net Book Value of all Released Containers, (B) each Substitute Container shall be an Eligible Marine Container; (C) on the date of such release, no Event of Default shall exist or will exist after giving effect to such substitution; (D) such Substitute Containers, on an aggregate basis, are not materially different from the Released Containers, on an aggregate basis, in terms of (i) type (e.g., refrigerated, dry freight or specials), (ii) off-hire percentage, and (iii) Weighted Average Age; (E) the sum of the Net Book Value of such Substitute Containers, when added to the sum of the Net Book Values of all Substitute Containers added to the Collateral (1) since the date that was twelve months prior to such release (the “Lookback Date”), does not exceed an amount equal to ten percent (10%) of the aggregate Net Book Value of all Marine Container Collateral measured on the Lookback Date, or (2) since the last day of the Availability Period, does not exceed an amount equal to twenty five percent (25%) of the aggregate Net Book Value of all Marine Container Collateral measured on the last day of the Availability Period; (F) on or prior to the date of such release, (i) the Borrower shall have delivered to the Administrative Agent a supplemental security agreement, in the form attached hereto as Exhibit K, with regard to such Substitute Containers, and (ii) the Administrative Agent shall have received (x) evidence that all filings, recordations, releases, and amendments to prior filings or recordations necessary or desirable to perfect the Lien on any notice Contributed Containers shall have been completed, and that all related filing and recording fees and taxes shall have been duly paid and (y) updates through the approximate date of such substitution of the lien searches referred to in Section 4.01(a)(iii)(B); and (G) after giving effect to such substitution, (A) the sum of the Net Book Values of all Marine Collateral Containers that are on lease to any single Lessee (or further consent from sublessee) shall not exceed an amount equal to twenty five percent (25%) the aggregate Net Book Values of all Marine Collateral Containers (measured after giving effect to such substitution) and (B) the sum of the Net Book Values of all Marine Collateral Containers that are on lease to any Lender, from time two Lessees shall not exceed an amount equal to time, forty percent (40%) of all Marine Collateral Containers (measured after giving effect to take any action such substitution). The criteria set forth in clauses (A) and (D) above shall be applied in aggregate with respect to any each separate grouping of Substitute Containers and Released Containers. The criteria set forth in clause (E) above shall be applied on a cumulative basis for all Substitute Containers applicable to the periods set forth therein and the criteria set forth in clause (G) above shall be applied to all of the Marine Container Collateral, after giving effect to the addition of such Substitute Containers and release of the Released Containers. In such event, the Administrative Agent, on behalf of the Secured Parties, shall be deemed to have released such Collateral or Collateral Documents which may be necessary to perfect and maintain perfected from the security interest in and liens upon the Collateral granted pursuant to Lien of the Collateral Documents. , and the Administrative Agent shall, at Borrower’s request, within three (3) Business Days execute any documentation reasonably required to evidence such release. (c) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of its interest in Collateral pursuant to this Section 9.129.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.249.10, the applicable Administrative Agent will (and each Lender irrevocably authorizes the applicable Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under Lien of the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, Documents and this Section 9.12, Section 7.04, Section 10.01 and Section 10.249.10. The Collateral Administrative Agent shall not be responsible for or have no obligation whatsoever a duty to ascertain or inquire into any representation or warranty regarding the Lenders existence, value or to collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any other Person to assure that the Collateral exists or is owned certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or is cared for, protected or insured or that the Liens granted liable to the Collateral Agent herein Lenders for any failure to monitor or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to maintain any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect portion of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Each Lender (including in Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, to take at any action with respect to time on or after an Event of Default and for so long as the same is continuing or upon 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 other failure of a condition precedent to the Collateral Documents. Upon request by the Administrative Loans and Letters of Credit hereunder, make such disbursements and advances (“Special Agent at any time, the Lenders will confirm in writing the Collateral Advances”) which Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given (i) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations; provided, that, (A) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus then outstanding principal amount of the additional Loans and Letters of Credit which Agent may make or provide as set forth in Section 14.8 hereof, shall not exceed the amount equal to ten (10%) percent of the Maximum Credit and (B) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus then outstanding principal amount of the Loans, shall not exceed the Maximum Credit, except at Agent’s own interest in option; provided, that, to the Collateral as one extent that the aggregate principal amount of Special Agent Advances plus then outstanding principal amount of the Lenders Loans exceed the Maximum Credit the Special Agent Advances that are in excess of the Maximum Credit shall be for the sole account and risk of Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the Maximum Credit, or (iii) to pay any other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the other Loan Documents consisting of (A) costs, fees and expenses and (B) payments to Issuing Banks in respect of any Letter of Credit Obligations. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Base Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.13, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the Collateral amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall have no duty or liability whatsoever be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the Lenders, except date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for its gross negligence or willful misconduct each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by a court Agent of competent jurisdiction the rates for the last transaction in a final overnight Federal funds arranged prior to 9:00 a.m. on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and non-appealable decision)if such amounts are not paid within three (3) Business Days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans.

Collateral Matters. Each Lender (including in Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, to take at any action with respect to time on or after an Event of Default and for so long as the same is continuing or upon 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 other failure of a condition precedent to the Collateral Documents. Upon request by the Administrative Loans and Letters of Credit hereunder, make such disbursements and advances (“Special Agent at any time, the Lenders will confirm in writing the Collateral Advances”) which Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given (i) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrower of the Loans and other Obligations; provided, that, (A) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the additional Loans and Letters of Credit which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the amount equal to ten (10%) percent of the Maximum Credit and (B) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the Loans and Letters of Credit, shall not exceed the Maximum Credit, except at Agent’s own interest in option; provided, that, to the Collateral as one extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Lenders Loans and Letters of Credit exceed the Maximum Credit the Special Agent Advances that are in excess of the Collateral Maximum Credit shall be for the sole account and risk of Agent and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the Maximum Credit, or (iii) to pay any other amount chargeable to Borrower or Obligor pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to Issuing Bank in respect of any Letter of Credit Obligations. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Prime Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.11, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall have no duty or liability whatsoever be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the Lenders, except date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for its gross negligence or willful misconduct each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by a court Agent of competent jurisdiction the rates for the last transaction in a final overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and non-appealable decision)if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans.

Collateral Matters. Each Lender (including Subject to the limitations in Section 12.8 hereof, Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, to take at any action with respect to time on or after an Event of Default and for so long as the same is continuing or upon 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 other failure of a condition precedent to the Collateral Documents. Upon request by the Administrative Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent at any time, the Lenders will confirm in writing the Collateral Advances”) which Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given deems necessary or desirable either (i) to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers of the Loans and other Obligations, or (iii) to pay any other amount chargeable to Borrowers or Obligors pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to Issuing Bank of Letter of Credit Accommodations; provided, that notwithstanding any provision to the contrary, Agent may make any such Special Agent Advances so long as: (a) the total principal amount of such Special Agent Advances together with the principal amount of the additional Revolving Loans and additional Letter of Credit Accommodations made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $7,500,000, (ii) the sum of (x) the amount which, when added to all other Special Agent Advances, Revolving Loans and Letter of Credit Accommodations, would not cause the principal amount of all outstanding Special Agent Advances, Revolving Loans and Letter of Credit Accommodations to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Maximum Credit. Special Agent Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances shall not constitute Revolving Loans but shall otherwise constitute Obligations hereunder. Agent shall notify Lenders and Borrowers in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation of its obligations pursuant to Section 6.10 hereof, each Lender agrees that it shall make available to Agent, upon Agent’s own demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, then such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest in thereon for each day from the Collateral date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as one published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the Lenders rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and that if such amounts are not paid within three (3) days of Agent’s demand, at the Collateral Agent shall have no duty or liability whatsoever highest Interest Rate provided for in Section 3.1 hereof applicable 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)Prime Rate Loans.

Collateral Matters. Each Lender (including a) The Collateral Agent, at the written direction of the Requisite Lenders, may release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction of all Loans and all other Obligations and which the Agent has been notified in its capacities as a potential Cash Management Bank writing are then due and a potential Hedge Bankpayable; (ii) irrevocably authorizes and directs constituting property being sold or disposed of if the Administrative Agent and applicable Borrower certifies to the Collateral Agent that the sale or disposition is made in compliance with SECTION 6.03 (and the Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property leased to take the actions to be taken by them as set forth applicable Borrower under a lease which has expired or been terminated in Sections 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, in accordance with the provisions of a transaction permitted under this Agreement or the Collateral Documentswhich will expire imminently and which has not been, and the exercise is not intended by the Required Lenders such Borrower to be, renewed or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together extended and with respect to which such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBorrower has not exercised any purchase option. The Collateral Agent is hereby authorized on behalf of may not release all or substantially all the Collateral without the consent 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 Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any Liens pursuant to this SECTION 10.08(A). (b) Upon receipt by the Collateral Agent of any authorization required pursuant to SECTION 10.08(A) from the Requisite Lenders or Lenders, as applicable, of the Collateral Agent's authority to release any Liens upon particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12Collateral, Section 7.04and upon at least five (5) Business Days' prior written request by the applicable Borrower, Section 10.01 and Section 10.24provided that no Event of Default has occurred and is then continuing, the applicable Collateral Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens upon such Guarantor from its obligations under Collateral; PROVIDED, that (i) the GuarantyCollateral Agent shall not be required to execute any such document on terms which, in each case the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Documentsapplicable Borrower in respect of) all interests retained by the applicable Borrower, this Section 9.12including (without limitation) the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of the Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party Borrower or is cared for, protected or insured or has been encumbered, or, other than a duty to act without recklessness, willful misconduct or gross (but not mere) negligence, that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in pursuant to this Section 9.12, Section 7.04, Section 10.24 SECTION 10.08 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretionreasonable business judgment, given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including a) The Security Agreement will create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs favor of the Administrative Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral Agent to take the actions to be taken by them (as set forth in Sections 7.04 defined therein) 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, in accordance with the provisions of this Agreement or (i) when the Collateral Documents(as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code), and if any, is delivered to the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or thereinAdministrative Agent, together with such other powers as are reasonably incidental theretoinstruments of transfer duly endorsed in blank, 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 created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Borrower in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person other than Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request by Mortgaged Properties subject thereto and the Administrative Agent at any timeproceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Lenders Mortgages will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and constitute a fully perfected security interest granted under the Collateral Documentsin all right, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms title and interest of the Loan Documentsmortgagors in the Mortgaged Properties and the proceeds thereof, this Section 9.12, Section 7.04, Section 10.01 prior and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or superior in right to any other Person other than Liens permitted under Section 6.02. (c) [Intentionally Omitted.] (d) Each Security Document, other than any Security Document referred to assure that in the Collateral exists or is owned preceding paragraphs of this Section and any Control Agreement, upon execution and delivery thereof by any Loan Party or is cared for, protected or insured or that the Liens granted to parties thereto and the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any making of the rights, authorities filings and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any taking of the Collateral Documentsother actions provided for therein, it being understood and agreed that will be effective under applicable law to create in respect favor of the CollateralAdministrative Agent, or any actfor the benefit of the Secured Parties, 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 a valid and enforceable security interest in the Collateral as one subject thereto, and each such security interest will constitute a fully perfected security interest in all right, title and interest of the Lenders and that Borrower or the Guarantor in the Collateral Agent shall have no duty or liability whatsoever subject thereto, prior and superior to the Lenders, except for its gross negligence or willful misconduct (as determined by a court rights of competent jurisdiction in a final and non-appealable decision)any other Person other than Liens permitted under Section 6.02.

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and discretion, to release any Lien granted to or held by the Collateral Agent to take upon any Collateral upon termination of the actions to be taken by them as set forth in Sections 7.04 Term Loan Commitments and 10.24. Each Lender hereby agrees, payment and each holder satisfaction 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, all Term Loans and all other Obligations (other than Contingent Indemnity Obligations) in accordance with the provisions terms hereof; or constituting property being sold or disposed of in the ordinary course of any Loan Party’s business or otherwise in compliance with the terms of this Agreement or the Collateral Documents, and the exercise other Loan Documents; or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together in accordance 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 DocumentsSection 12.02. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In 10.08(a). (b) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(a)), each case as specified Lender agrees to confirm in this Section 9.12writing, Section 7.04, Section 10.01 and Section 10.24upon request by the Collateral Agent, the applicable authority to release Collateral conferred upon the Collateral Agent will under Section 10.08(a). Upon receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by any Loan Party, the Collateral Agent shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Agents and the Lenders upon such Guarantor from its Collateral; provided, however, 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 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 Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Loan Parties, each Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty, in each case Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Loan DocumentsCollateral pursuant to a public or private sale, this the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 9.12363 of the Bankruptcy Code), Section 7.04, Section 10.01 to use and Section 10.24. apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Lender to assure that the Collateral exists or is owned by any the Loan Party Parties or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 10.08 or in any of the Collateral Documentsother Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany other Lender, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. Each Lender (including in a) Agent may, at its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderoption, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to take the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, (i) deems necessary or desirable either to preserve or protect the Collateral or any action with respect portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers of the Loans and other Obligations; provided, that, the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii), plus the then outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Agent may make or provide as set forth in Section 12.8 hereof, shall not exceed the aggregate amount of $7,500,000 or (iii) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to any issuer of Letter of Credit Accommodations; provided, that, the aggregate principal amount of the Special Agent Advances pursuant to clauses (i), (ii) and (iii) above outstanding at any time, plus the then outstanding amount of Loans and Letter of Credit Accommodations, shall not exceed the Maximum Credit. Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Prime Rate Loans and shall be payable on demand. Without limitation of its obligations pursuant to Section 6.10, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans. (b) Lenders hereby irrevocably authorize Agent, at its option and in its discretion to release any security interest in, mortgage or lien upon, any of the Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 13.1 below, or Collateral Documents (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with Section 9.7 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Borrower did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a value in the aggregate in any twelve (12) month period of less than $2,500,000, and to the extent Agent may be necessary to perfect and maintain perfected the release its security interest in and liens lien upon the any such Collateral granted pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders, or (v) if required or permitted under the terms of any of the other Financing Agreements, including any intercreditor agreement, or (vi) approved, authorized or ratified in writing by all of Lenders. Except as provided above, Agent will not release any security interest in, mortgage or lien upon, any of the Collateral Documentswithout the prior written authorization of all of Lenders. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12Section. In Nothing contained herein shall be construed to require the consent of any party providing a Hedge Agreement or any Bank Product Provider to any release of any Collateral or termination of security interests in any Collateral. (c) Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Required Lenders, each case as specified Lender agrees to confirm in this Section 9.12writing, Section 7.04, Section 10.01 and Section 10.24upon request by Agent, the applicable authority to release Collateral conferred upon Agent will under this Section. Agent shall (and each Lender is hereby irrevocably authorizes the applicable Agent authorized by Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the security interest, mortgage or liens granted to Agent upon any Collateral to the extent set forth above; provided, that, (i) Agent shall not be required to execute any such Guarantor from its obligations under the Guarantydocument on terms which, in each case Agent’s opinion, would expose Agent to liability or create any obligations or entail any consequence other than the release of such security interest, mortgage or liens without recourse or warranty and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any security interest, mortgage or lien upon (or obligations of any Borrower in respect of) the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral retained by Borrowers. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Loan Party Borrower or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder, or whether any particular reserves are appropriate, or that the Liens liens and security interests granted to the Collateral Agent herein or pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 Agreement or in any of the Collateral Documentsother Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the Collateral other terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)any other Lender.

Collateral Matters. Each Lender (including in i) The Company agrees to use its capacities as a potential Cash Management Bank best efforts, and a potential Hedge Bankto cause each applicable Subsidiary to use its best efforts, to deliver to the Agent not later than April 15, 2003 all original vehicle titles for the vehicles set forth on Exhibit A of the officer’s certificate required to be delivered pursuant to Section 4(e) irrevocably authorizes (to the extent not previously delivered to the Agent) and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers actions 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 or advisable to perfect note the lien of the Agent on each such vehicle title; provided that the foregoing shall not apply to vehicle titles that have been lost or destroyed so long as (x) the Company provides a list of the applicable vehicles on or before April 15, 2003, (y) the aggregate number of such vehicles is less than 75 and maintain perfected (z) the security interest in Company delivers a certificate certifying that it has sought the issuance of replacement vehicle titles for such vehicles from the appropriate governmental authorities and liens upon will, and will cause the Collateral granted pursuant applicable Subsidiaries to, deliver such replacement vehicle titles to the Collateral Documents. Upon request Agent promptly upon receipt. (ii) The Company agrees (x) to execute and deliver, and to cause each applicable Subsidiary to execute and deliver, to the Agent a mortgage on each parcel of real estate owned by the Administrative Agent at any timeCompany or such Subsidiary (to the extent not previously delivered to the Agent) not later than April 15, the Lenders will confirm in writing the Collateral Agent’s authority 2003 and (y) to release particular types or items of Collateral pursuant use its best efforts, and to this Section 9.12. In cause each case as specified in this Section 9.12applicable Subsidiary use its best efforts, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, to execute and deliver to the applicable Loan Party Agent (and obtain any necessary landlord consent to) a leasehold mortgage on each parcel of real estate leased by the Company or such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever Subsidiary (to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted extent not previously delivered to the Collateral Agent herein Agent) not later than April 30, 2003. (iii) The Company agrees to use its best efforts, and to cause each applicable Subsidiary to use its best efforts, to cause each depository bank (other than any Bank) at which the Company or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled such Subsidiary maintains a deposit account to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities execute and powers granted or available deliver to the Collateral Agent not later than April 30, 2003 a blocked account agreement in this Section 9.12, Section 7.04, Section 10.24 or in any of form and substance satisfactory to the Collateral DocumentsAgent, it being understood that the Company shall, and agreed that shall cause each applicable Subsidiary to, close each account maintained with a depositary bank (other than any Bank) which has not so delivered a blocked account agreement and cause the amounts deposited in respect such accounts to be deposited into accounts maintained with one or more of the CollateralBanks not later than May 31, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)2003.

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthe Security Documents, and each holder (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the provisions of this Agreement or foregoing, the Collateral DocumentsAgent may, and in its discretion, release such Collateral Agent’s Liens on Collateral valued in the exercise by the Required Lenders or the Required Facility Lenders, as applicable, aggregate not in excess 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, $1,000,000 during each Fiscal Year without the necessity prior written authorization of any notice to or further consent from any Lender, from time so long as all proceeds received in connection with such release are applied to timethe Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to take reflect the deletion of any action with respect assets subject to any Collateral or Collateral Documents which may such release, Availability shall be necessary no less than the Availability immediately prior to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documentssuch release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24addition, the applicable Agent will Lenders (and each Lender other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes authorize (w) the applicable Collateral Agent toto subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower’s expense, execute and Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Loan Party Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x), remain outstanding) and no Liens are outstanding in reliance on clause (r), clause (jj), or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x)), clause (p) of the definition of Permitted Liens, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute 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 be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its capacities as a potential Cash Management Bank sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and a potential Hedge Bankpayment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) irrevocably authorizes and directs all other Obligations (other than contingent indemnification Obligations under this Agreement for which no liability then exists); (ii) constituting property being sold or disposed of if the Administrative Borrowers certify to the Collateral Agent that the sale or disposition is made in compliance with Section 7.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to take the actions to be taken by them a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesprovided above, 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, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, Agent will not release any 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 Collateral Agent’s Liens without the prior written authorization of the Lenders. The ; provided that the Collateral Agent is hereby authorized may, in its discretion, release the Agent’s Liens on behalf Collateral valued in the aggregate not in excess 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$500,000 during each Fiscal Year. Upon request by the Administrative Collateral Agent or the Borrowers’ Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this 12.11. (b) Upon receipt by the Collateral Agent of any authorization required pursuant to Section 9.1212.11(a) from the Lenders of the Collateral Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, Section 7.04, Section 10.01 and Section 10.24upon at least five (5) Business Days prior written request by the Borrowers’ Agent, the applicable Collateral Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of the Collateral Agent’s Liens upon such Guarantor from its obligations under Collateral; provided, however, that (i) the GuarantyCollateral Agent shall not be required to execute any such document on terms which, in each case the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsBorrowers in respect of) all interests retained by the Borrowers, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of the Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Borrowers or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. (a) Each Lender hereby irrevocably (including subject to SECTION 10.09) appoints, designates and authorizes Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in its capacities this Agreement or in any other Loan Document, Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Pledge Agreements, nor shall Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a potential Cash Management Bank matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of SECTION 10.08, each Lender hereby acknowledges and agrees that the Collateral Agent is acting as a potential Hedge Bankcollateral agent for the Lenders, owner trustee and holders under the TDC TROL and Senior Parity Debt Holders as provided in the Pledge Agreements and authorizes the Collateral Agent to carry out all those obligations and shall be entitled to all the rights and benefits of the collateral agent described in the Pledge Agreements. Collateral Agent shall have all of the benefits and immunities (i) irrevocably authorizes provided to Administrative Agent in this SECTION 10 with respect to the Loan Documents and directs the transactions contemplated therein, including without limitation any acts taken or omissions suffered by Collateral Agent in connection with or contemplated by such documents or transactions as fully as if the term "Administrative Agent" as used in this SECTION 10 included Collateral Agent with respect to such documents, transactions, acts or omissions, and (ii) as additionally provided in this Agreement, and specifically SECTION 11 hereof, and the other Loan Documents with respect to Collateral Agent. (b) Each of the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time, to time take any action with respect to any Collateral or Collateral Documents the Security Instruments which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Instruments. (c) The Lenders irrevocably authorize each of the Administrative Agent and Collateral DocumentsAgent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased by Borrower or any Subsidiary in a transaction permitted under this Agreement; or (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced hereby has been paid in full. Upon request by the Administrative Agent or Collateral Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent tosubsection 10.11(C), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure PROVIDED that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent's or Collateral exists Agent's rights under this SECTION 10.11. (d) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of Borrower or is owned any Subsidiary) that the Obligations to such Lender under this Agreement and the other Loan Documents shall not be secured by any Loan Party real property collateral now or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined hereafter acquired by a court of competent jurisdiction in a final and non-appealable decision)such Lender.

Collateral Matters. Each Lender (including a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its capacities as sole discretion, to release any Lien upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of (or being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a potential Cash Management Bank and a potential Hedge BankPermitted Encumbrance permitted under said clause (l)) irrevocably authorizes and directs the Administrative Agent (and the Collateral Agent may rely conclusively on any such certification without further inquiry); (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to take a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, the actions to be taken Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (as required by them as set forth Section 9.03); provided that the Collateral Agent may, in Sections 7.04 and 10.24. Each Lender hereby agreesits discretion, and release the Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $250,000 during each holder Fiscal Year without the prior written authorization 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, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, 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 Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.12. 8.10. (b) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party, in each case as specified in this a transaction not prohibited by Section 9.12, Section 7.04, Section 10.01 6.03 and Section 10.24so long no Event of Default is then continuing or would result therefrom, the applicable Collateral Agent will shall promptly (and each Lender irrevocably authorizes the applicable Lenders hereby authorize the Collateral Agent to), at the Borrower’s expense, ) take such action and execute and deliver to the applicable Loan Party any such documents as may be reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); #33621191 provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all Letters of Credit and Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the Administrative Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of the Administrative Borrower shall no longer be deemed to be made once such Capital Stock or asset is so conveyed, sold, leased, assigned, transferred or disposed of. Upon any release or termination in connection with the foregoing, the Collateral Agent shall (and is hereby authorized by the Lenders to) execute such documents as may reasonably request to evidence requested by the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or Administrative Borrower to evidence the release of the Collateral Agent’s Liens upon such Guarantor Collateral all without recourse or warranty. Notwithstanding the foregoing or the payment in full of the Obligations, Collateral Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agents may incur as a result of dishonored checks or other items of payment received by Agents from its obligations under any Borrower or any Account Debtor and applied to the GuarantyObligations, Agents shall, at their option, (i) have received a written agreement satisfactory to Agents, executed by Administrative Borrower and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. Lender from any such loss or damage. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission 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 and its capacity as one of the Lenders Lenders, and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing. (d) In the event of a foreclosure by any Agent on any of the Collateral pursuant to a public or private sale or any court ordered sale of the Collateral, such Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and such Agent, as agent for #33621191 and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Agent at such sale. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings in connection with such enforcement shall be instituted and maintained exclusively by, the applicable Agent (or its agents or designees) in accordance with the Loan Documents for the benefit of the applicable Secured Parties; provided that the foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as such Agent) hereunder and under the other Loan Documents, (ii) each of the Issuing Bank and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as such) hereunder and under the other Loan Documents, (iii) any Lender or Participant from exercising setoff rights in accordance with Section 9.09, (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Bankruptcy Code or other debtor relief law or (v) any Lender from exercising any express right or remedy of such Lender under the Loan Documents where an Agent does not have the power and authority under the Loan Documents to act on behalf of such Lender; and provided, further, that if at any time there is no Person acting as the Administrative Agent or the Collateral Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the applicable Agent pursuant to Section 8.10 and (B) in addition to the matters set forth in Section 8.10, any Lender may, with the consent of the Required Lenders, except for its gross negligence enforce any rights and remedies available to it and as authorized by the Required Lenders. Prior to the initial commencement of the exercise of the Collateral Agent’s secured creditor remedies as to the Rigs, the Collateral Agent shall endeavor to consult with the Lenders regarding the nature of the secured remedies it proposes to commence, provided that nothing in this sentence shall (i) confer any right or willful misconduct remedy in favor of any Loan Party or (as determined by a court ii) confer any consent or blocking right in respect of competent jurisdiction in a final and non-appealable decision)the exercise, the manner of exercise or any other aspect related to such remedies.

Collateral Matters. Each Lender The Lenders irrevocably agree: (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) irrevocably authorizes and directs the Administrative Agent and that the Collateral Agent is authorized to take the actions release any Lien on any property granted to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note or held by the acceptance thereof will Collateral Agent under any Loan Document, (i) at the time the property subject to such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (but solely to the extent such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral) or sold, leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be deemed released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to agree, that, release such Lien on such asset in connection with the transfer so long as (w) except as otherwise set forth hereinpermitted by Section 6.06(q) or Section 6.06(s), the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or any action taken Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (ii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other number of Lenders whose consent is required under Section 11.02), (iii) if the Required Facility Lendersproperty subject to such Lien is owned by a Guarantor, as applicableupon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09, in accordance with the provisions (iv) upon termination of this Agreement or the Collateral Documents, all Commitments and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf repayment in full 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 outstanding principal and accrued interest with respect to any Collateral or Collateral Documents which may be necessary the Loans, all Fees and other Obligations, (v) in connection with the grant of Liens permitted hereunder under Section 6.02(k) and subject to perfect and maintain perfected the security interest in and liens upon Intercreditor Agreement, if the Collateral granted pursuant applicable Loan Party grants a Lien to the Collateral Documents. Upon request by Agent or for the Administrative benefit of the Collateral Agent at any time, the Lenders will confirm in writing a manner reasonably satisfactory to the Collateral Agent’s authority , substantially concurrently with the release of such asset, to the extent such release or termination and re-grant is necessary or advisable under applicable law; and (vi) to the extent such property is Excluded Property. (b) to release particular types or items subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of Collateral pursuant any Lien on such property that is permitted by Section 6.02(i), to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each extent required by the terms of the obligations secured by such Liens; Each Lender irrevocably authorizes the applicable Collateral Agent to), at the Borrower’s expense, execute and deliver documents to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, Documents and this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)11.29.

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesthe Security Documents, and each holder (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the provisions of this Agreement or foregoing, the Collateral DocumentsAgent may, and in its discretion, release such Collateral Agent’s Liens on Collateral valued in the exercise by the Required Lenders or the Required Facility Lenders, as applicable, aggregate not in excess 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, $500,000 during each Fiscal Year without the necessity prior written authorization of any notice to or further consent from any Lender, from time to time, to take any action so long as all proceeds received in connection 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 such release are applied to the Collateral DocumentsObligations in accordance with Section 4.6. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24addition, the applicable Agent will Lenders (and each Lender other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorizes authorize (w) the applicable Collateral Agent toto subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Current Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the Borrower’s expenseterms hereof, execute and the Security Documents or any other contractual arrangement with any Obligor, following the written request by ▇▇▇▇▇▇▇▇, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement or, if the ABL Intercreditor Agreement is not then in effect, to the applicable Loan Party Obligor. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute 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 be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. Each Lender (including a) The Collateral Agreement is effective to create in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein subject to take the actions applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and to be taken by them as set forth general principles of equity, regardless of whether considered in Sections 7.04 and 10.24a proceeding in equity or at law. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except Except as otherwise set forth hereinrequired hereby or under any other Loan Document, any action taken by in the Required Lenders case of (i) the certificated Pledged Collateral described in the Collateral Agreement, when certificates or the Required Facility Lenderspromissory notes (in each case, if any), as applicable, representing such certificated Pledged Collateral are delivered to the Administrative Agent, together with instruments of transfer duly endorsed in accordance blank, and (ii) the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement in such Collateral will constitute a first priority perfected security interest in all right, title and interest of the Loan Parties in such Collateral, except for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable subject to applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and to general principles of equity, regardless of whether considered in a proceeding in equity or at law security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a first priority perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Intellectual Property Security Agreements with the provisions of this Agreement United States Patent and Trademark Office or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility LendersUnited States Copyright Office, as applicable, and the filing of the powers set forth herein or thereinfinancing statements referred to in paragraph (a) of this Section, together with such other powers as are reasonably incidental theretothe security interest created under the Collateral Agreement in the specifically identified Intellectual Property therein will constitute a first priority perfected security interest in all right, shall be authorized title and binding upon all interest of the Lenders. The Collateral Agent is hereby authorized on behalf Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States of all of America, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the Lenders, without United States Patent and Trademark Office or 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 United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request such Intellectual Property acquired by the Administrative Agent at any time, Loan Parties after the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionRestatement Date).

Collateral Matters. Each Lender (including a) The Revolving Borrower hereby requests the Administrative Agent, the Documentation Agent and the Lenders to release the Collateral Documents and Collateral. To induce the Administrative Agent, the Documentation Agent and the Lenders to consent to such release, the Revolving Borrower hereby certifies to each of them that: (i) no Default has occurred and is continuing on the Restatement Effective Date or shall have occurred and be continuing on the date of the release of the Collateral, both before and after giving effect to such release; (ii) the representations and warranties of each Borrower set forth in ARTICLE VII are true and correct on the Restatement Effective Date and shall be true and correct on the date of the release of the Collateral, both before and after giving effect to such release; (iii) a Settlement Agreement Approval Judgment has been issued and entered as to which any appeal (and subsequent remand, if any) has been finally decided and no further appeal or petition for certiorari can be taken or granted; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP has delivered its capacities as a potential Cash Management Bank opinion with respect to the December 31, 1995 audited annual consolidated financial statements of the Revolving Borrower and a potential Hedge Bankits Subsidiaries and such opinion contains no Impermissible Qualification (including, without limitation, the Asbestos Qualification). (b) The Documentation Agent and the Lenders hereby irrevocably authorizes consent to the release of the Collateral Documents and directs the Collateral, and authorize the Administrative Agent and to release the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 Documents 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, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice Lien granted 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 held by the Administrative Agent at upon any time, Collateral. (c) The Administrative Agent is hereby instructed by the Lenders will confirm in writing to sign all applicable agreements and other documents respecting the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)permitted hereunder.

Collateral Matters. Each Lender (including a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon Full Payment of the Obligations; (ii) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor (other than Holdings), upon the release of such Guarantor (other than Holdings) from its capacities obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and required by the Collateral Agent to take effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the actions Collateral Agent pursuant to be taken by them the Security Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as set forth in Sections 7.04 and 10.24. Each Lender hereby agreesprovided above, and each holder the Collateral Agent will not release any of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or the Required Facility Lenders, as applicable, such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the provisions of this Agreement or foregoing, the Collateral DocumentsAgent may, and in its discretion, release such Collateral Agent’s Liens on Collateral valued in the exercise by the Required Lenders or the Required Facility Lenders, as applicable, aggregate not in excess 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, $2,500,000 during each Fiscal Year without the necessity prior written authorization of any notice to or further consent from any Lender, from time so long as all proceeds received in connection with such release are applied to timethe Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to take reflect the deletion of any action with respect assets subject to any Collateral or Collateral Documents which may such release, Availability shall be necessary no less than the Availability immediately prior to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documentssuch release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this Section 9.1213.10. In addition, the Lenders hereby irrevocably authorize (x) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) and (y) the Agent to release automatically any Guarantor (other than Holdings) from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case as specified case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 9.12, 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 7.04, Section 10.01 and Section 10.24, 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least three (3) Business Days’ prior written request by the Borrower, such Appointed Agent will shall (and each Lender is hereby irrevocably authorizes authorized by the applicable Agent Lenders and the other Secured Parties to), at the Borrower’s expense, ) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the GuarantyGuarantee Agreement; provided, however, that (i) such Appointed Agent shall not be required to execute any such document on terms which, in each case such Appointed Agent’s opinion, would expose such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan DocumentsObligors in respect of) all interests retained by the Obligors, this Section 9.12including the proceeds of any sale, Section 7.04, Section 10.01 and Section 10.24. all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in pursuant to any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.