Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender and LC Issuer hereby irrevocably authorizes and directs the Administrative Agent and/or Collateral Agent to enter into the Security Documents for the benefit of such LenderLender and LC Issuer. Each Lender and LC Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of LendersLenders and LC Issuer. The Administrative Agent and Collateral Agent is are hereby authorized (but not obligated) on behalf of all of LendersLenders and LC Issuer, without the necessity of any notice to or further consent from any Lender or LC Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender and LC Issuer hereby irrevocably authorizes the authorize Administrative Agent and/or Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent (or Collateral Agent Agent) under any Loan Document (iA) upon termination of the Aggregate Commitments each Lender’s Commitment and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.0110.1, if approved, authorized or ratified in writing by the Required Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent or Collateral Agent at any time, each Lender and LC Issuer will confirm in writing the Administrative Agent’s and Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13. (c) Subject to Section 9.13(b)subsection (b) above, the Administrative Agent and Collateral Agent shall (shall, and is are hereby irrevocably authorized by each LenderLender and LC Issuer to, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent and/or Collateral Agent for the benefit of the Collateral Agent Administrative Agent, Lenders and Lenders LC Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the neither Administrative Agent nor Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s their opinion, would expose the Collateral Agent them to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party Restricted Person in respect of) all interests retained by the Borrower or any other Loan PartyRestricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent and Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Administrative Agent and Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Neither Administrative Agent nor Collateral Agent shall have no any obligation whatsoever to any Lender Lender, LC Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party Restricted Person or is cared for, protected or insured or that the Liens granted to the Administrative Agent or Collateral Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent or Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of LendersLenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or LC Issuer. (e) Each Lender and LC Issuer hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ and LC Issuer’s security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender or LC Issuer (other than the Collateral Administrative Agent) obtain possession of any such Collateral, such Lender or LC Issuer shall notify the Collateral Administrative Agent thereof, and, promptly upon the Collateral Administrative Agent’s request therefore, therefor shall deliver such Collateral to the Collateral Administrative Agent or in accordance with the Collateral Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, or to the extent required by Section 12.12(a)), (ivv) in connection with any foreclosure sale or other disposition the release of Collateral after provided in Section 8.15 or (vi) as otherwise may be expressly provided in the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1311.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes The Agent may, but shall not be obligated to, from time to time make such disbursements and directs advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to enter into the Security Documents for Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the benefit of such LenderAgent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). Each Lender hereby agreesThe Agent Advances shall be repayable on demand, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except shall bear interest as otherwise set forth in Section 10.012.04(a) or, any action taken as applicable, Section 2.04(b), and shall be secured by the Required Lenders, Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Security DocumentsAgent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, and or in the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice 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 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 Liens upon the Collateral granted pursuant to the Security Documentsit. (b) Each Lender The Holders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent upon any Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments final payment and payment in full satisfaction of all Obligations (Loans and all other than contingent indemnification obligations), (ii) that is Obligations; or Collateral constituting property being sold or to be sold as part disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentHolders. Upon request by the Collateral Agent at any time, each Lender the Holders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.07(b). (c) Subject Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 9.13(b10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by each Lender, the Holders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto Holders upon the applicable such Collateral; provided 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 liability obligations or entail any consequence other than the release or subordination of such Liens without recourse or warranty warranty, and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens Lien upon (or obligations of the Borrower or any other Loan Party Obligor in respect of) all interests in the Collateral retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosureObligor. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person Holder to assure that the Collateral exists or is owned by Borrower or any other 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 in any of the Collateral Documents or pursuant hereto or thereto have 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 9.13 10.07 or in any of the Security 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 Lendersthe Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Loan Documents relating to Collateral for the benefit of such Lender. 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 in Section 10.0111.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security such loan Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion, (i) to release any Lien lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required all Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.15(b). (c) Subject to Section 9.13(b)(b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each LenderLender to), to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party Guarantor in respect of) all interests retained by the Borrower or any other Loan PartyGuarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party Person or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 9.15 or in any of the Security DocumentsLoan Documents as they relate to the Collateral, 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 Agent shall have no duty or liability whatsoever to the Lenders. (e) Each Lender The Lenders hereby appoints appoint each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, therefore shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of such Lenderthe Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note and each other Secured Party by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders (or such greater number of Lenders as may be required hereunder) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The 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 Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Secured Parties hereby irrevocably authorizes authorize the Collateral AgentAgent to release, at its option the Borrower’s sole cost and in its discretion, (i) to release expense, any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.5, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Secured Parties or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Secured Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender and the Issuing Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Issuing Lender. Each Lender and the Issuing Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0111.2, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of LendersLenders and the Issuing Lender. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of LendersLenders and the Issuing Lender, without the necessity of any notice to or further consent from any Lender or the Issuing 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 Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender and the Issuing Lender hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion,: (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the Issuing Lender shall have been made), (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) that is sold, transferred, assigned, financed or otherwise disposed of in connection with an Energy Conservation Project or Renewable Energy Project, (D) subject to Section 10.0111.2, if approved, authorized or ratified in writing by the Required Lenders, or (ivE) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of DefaultDefault or (F) as otherwise provided under Section 11.13; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender and the Issuing Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.12. (c) Subject to Section 9.13(b)(b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender and the Issuing Lender, to) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent Agent, the Lenders and Lenders the Issuing Lender herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Credit Party in respect of) all interests retained by the Borrower or any other Loan Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the Issuing Lender or any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lendersthe Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders or the Issuing Lender. (e) Each Lender and the Issuing Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ and the Issuing Lender’s security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender or the Issuing Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender or the Issuing Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for and the benefit of such LenderIntercreditor Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the 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 Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Aggregate Commitments and indefeasible payment and satisfaction in full of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, or to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of such Lender. 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 in Section 10.0110.1, any action taken by the Required Majority Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which that may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender hereby irrevocably authorizes the Collateral authorize Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i1) upon termination of the Aggregate all Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii2) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other the Loan DocumentDocuments, (iii3) subject to Section 10.0110.1, if approved, authorized or ratified in writing by the Required Majority Lenders, or (iv4) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Administrative Agent at any time, each Lender will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.12, provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) Subject to Section 9.13(b)subsection (b) above, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by each Lender, Lender to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Administrative Agent for the benefit of the Collateral Administrative Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms whichthat, in the Collateral Administrative Agent’s opinion, would expose the Collateral Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party Restricted Person in respect of) all interests retained by the Borrower or any other Loan PartyRestricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Administrative Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Administrative Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party Restricted Person or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 9.13 9.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial CodeUCC, can be perfected only by possession. Should any Lender (other than the Collateral Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Administrative Agent thereof, and, promptly upon the Collateral Administrative Agent’s request therefore, therefor shall deliver such Collateral to the Collateral Administrative Agent or in accordance with the Collateral Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs of the Collateral Agent to enter into Agents irrevocably authorize the Security Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender hereby irrevocably authorizes the Foreign Collateral Agent, at its option and in its discretion,Permitted Discretion: (i) to release any Lien or any other claim on any property Foreign Collateral granted to or held by the Foreign Collateral Agent Agent, for the benefit of the Secured Parties, under any Loan Foreign Collateral Document (iA) upon termination the Discharge of the Aggregate Commitments ABL Obligations and payment the Discharge of the LC Obligations, as applicable, in full of all which case such Lien shall only be released with respect to the Obligations so Discharged; (other than contingent indemnification obligations), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Documentthe Foreign Collateral Documents, ABL Documents and LC Documents or (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection accordance with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; andSection 6.08(b). (iib) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Foreign Collateral Agent at any time, each Lender the Controlling Parties will confirm in writing the Foreign Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant property or take any other action necessary to administer the Foreign Collateral. In each case, as specified in this Section 9.136.08, the Foreign Collateral Agent will, at the Grantors’ joint and several expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Foreign Collateral from the assignment and security interest granted under the Foreign Collateral Documents or to subordinate its interest in such item, or to release such Grantor from its obligations under the Foreign Collateral Documents, in each case in accordance with the terms hereof and the terms of the Foreign Collateral Documents. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the The Foreign Collateral Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Foreign Collateral, the existence, priority or perfection of the Foreign Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of CollateralLien thereon, or any foreclosure with respect certificate prepared by any Grantor in connection therewith, nor shall the Foreign Collateral Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Foreign Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination payment and satisfaction of all of the Aggregate Commitments and payment in full of all Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, or to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents or other disposition of Collateral after the occurrence of an Event of Default; and (iiv) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentas otherwise provided in Section 12.21 hereof. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1311.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 11.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of LendersLenders and the L/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of LendersLenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorizes the Collateral authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.11. (c) Subject to Section 9.13(b)clause (b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of LendersLenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ and the L/C Issuer’s security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than the Collateral Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments Existing Letter of Credit Exposure and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, or to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents or other disposition of Collateral after the occurrence of an Event of Default; and (iiv) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentas otherwise provided in Section 12.21 hereof. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1311.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Except with respect to the exercise of setoff rights of any Lender hereby irrevocably authorizes and directs or Issuing Bank in accordance with Section 9.08 or with respect to a Lender’s or Issuing Bank’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral Agent or to enter into enforce any Guarantee of the Security Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note may be exercised solely by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by Agent on behalf of the Required Lenders, Secured Parties in accordance with the provisions terms thereof. In the event of this Agreement a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Security DocumentsAgent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the exercise by Agent, as agent for and representative of the Secured Parties (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 powers set forth herein purchase price for all or thereinany portion of the Collateral sold at any such public sale, together with such other powers to use and apply any of the Obligations as are reasonably incidental thereto, shall be authorized and binding upon all a credit on account of Lenders. The Collateral the purchase price for any collateral payable by the Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to Secured Parties at such sale 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 Liens upon the Collateral granted pursuant to the Security Documentsother disposition. (b) Each Lender hereby irrevocably authorizes In case of the Collateral Agentpendency of any proceeding with respect to the Borrower under any Federal, at its option state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in its discretion,such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Agent (including any claim under Sections 2.09, 2.10, 2.12, 2.13, 2.14 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Agent any amount due to it, in its capacity as the Agent, under the Loan Documents (including under Section 9.03). (c) Each Lender, each Issuing Bank and each of the other Secured Parties irrevocably authorizes the Agent and the Collateral Agent to, and the Agent, the Collateral Agent, each Lender, each Issuing Bank and each of the other Secured Parties each hereby irrevocably agrees with the Borrower to, automatically release any Lien on any Collateral and any other property granted to or held by the Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification and expense reimbursement obligations), (ii) that is sold the subject of a Disposition or to be sold as part other transfer permitted under and accomplished in accordance with the terms of or in connection with any sale permitted hereunder or under any other the Loan DocumentDocuments, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, in accordance with Section 9.02(b) or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder extent that the property constituting such Collateral is owned by any Guarantor Subsidiary, upon the release of any Lien on such property that is permitted by this Guarantor Subsidiary from its obligations under the Security Agreement or any other Loan Documentin accordance clause (d) below. Upon request by the Collateral Borrower or the Agent at any time, each Lender the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in any Guarantor Subsidiary or particular types or items of Collateral property pursuant to this Section 9.13. Article VIII. In each case as specified in this Article VIII, the Agent will, at the Borrower’s expense (c) Subject to Section 9.13(band the Lenders and Issuing Banks hereby authorize the Agent to), execute and deliver to the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release of such Guarantor Subsidiary or subordination item of Collateral from the assignment and security interest granted under the Loan Documents in accordance with the terms of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent Loan Documents and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the salethis Article VIII, all of which shall continue to constitute part of without the Collateral. In the event further consent or joinder of any sale Lender or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosureIssuing Bank. (d) The Collateral Agent In addition, the Lenders and Issuing Banks hereby irrevocably agree that any Guarantor Subsidiary shall have no obligation whatsoever to any Lender or any other Person to assure that be automatically released from the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or guaranty 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 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession Agreement upon consummation of any transaction not prohibited hereunder resulting in such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral Guarantor Subsidiary ceasing to the Collateral Agent constitute a Subsidiary of Intermediate Holdings or in accordance with the Collateral Agent’s instructionsotherwise becoming an Immaterial Subsidiary.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of such Lender. 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 in Section 10.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and; (ii) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document; and (iii) to execute, deliver and perform its obligations under the Intercreditor Agreement. Upon request by the Collateral Administrative Agent at any time, each Lender will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.12. (c) Subject to Section 9.13(b)(b) above, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Administrative Agent for the benefit of the Collateral Administrative Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in the Collateral Administrative Agent’s opinion, would expose the Collateral Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Administrative Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Administrative Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 9.13 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender (other than the Collateral Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Administrative Agent thereof, and, promptly upon the Collateral Administrative Agent’s request therefore, shall deliver such Collateral to the Collateral Administrative Agent or in accordance with the Collateral Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such the Lenders and the other Secured Creditors. In addition, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the intercreditor agreements required in connection with the issuance of Permitted First Lien Notes and Permitted Second Lien Notes (which interecreditor agreements shall be deemed to constitute Security Documents for all purposes of this Agreement) and any amendments to the Security Documents that may be necessary in connection therewith for the benefit of the Lenders and the Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents or other disposition the last sentence of Collateral after the occurrence each of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSections 10.01 and 10.02. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.10; provided that any Lender that does not respond to such request within fifteen days of it being made by the Collateral Agent shall have deemed to have confirmed the Collateral Agent’s authority to release the Collateral. (c) Subject Anything contained in any of the Credit Documents to Section 9.13(b)the contrary notwithstanding, the Collateral Agent shall (Borrower, the Agents and is each Secured Creditor hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided agree that (i) the Collateral Agent no Secured Creditor shall not be required have any right individually to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens realize upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised by the Collateral Agent shall Administrative Agent, on behalf of the Secured Creditors in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be authorized to deduct all expenses reasonably incurred exercised by the Collateral Agent from and (ii) in the proceeds event of a foreclosure by the Collateral Agent or on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for, and representative of, the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall 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 public sale, transfer to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or foreclosure. (d) other disposition. The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary or desirable to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments Total Commitment and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and the Subsidiary Guarantors) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 11.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is The Lenders hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in authorize the Collateral Agent’s opinion, would expose at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained Agreement if expressly provided for by the Borrower or any other Loan Party, including the proceeds terms of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosurethis Agreement. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized (but not required) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender the Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender The Agent is hereby irrevocably authorizes the Collateral Agentauthorized, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral: (i) upon termination of the Aggregate Commitments and payment in full of all Loans and all other Obligations (then payable under this Agreement and under any other than contingent indemnification obligations), Loan Document; (ii) that is constituting Property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document, hereunder; (iii) subject to Section 10.01consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (iv) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 9.1(f). Upon request by the Collateral Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13subsection 8.10(b). (c) Subject to Section 9.13(b), the Collateral Agent Each Lender agrees with and in favor of each other Lender (which agreement shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations Borrower or any Liens upon (of its Subsidiaries) that the Borrower’s obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or hereafter securing any obligations of the Borrower or any other Loan Party in respect of) all interests retained by of its Subsidiaries to such Lender, whether or not the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the same constitutes Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosurehereunder. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. The Company shall have delivered to the Investors (a) Each Lender hereby irrevocably authorizes and directs the or any Collateral Agent to enter into the Security Documents for the benefit of such Lender. Each Lender hereby agrees, and on their behalf) each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion, following: (i) confirmation that all UCC-1 financing statements and other filings necessary or appropriate in the reasonable opinion of the Investors to release perfect the security interests of the Investors (or any Lien Collateral Agent on any property granted to or held by their behalf) in the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), have been accepted for filing; (ii) that is sold or to be sold such lien and judgment searches as part of or in connection with any sale permitted hereunder or under any other Loan Documentthe Investors have reasonably requested, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale and such termination statements or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any timedocuments, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence confirm that the release Collateral is subject to no other security interests in favor of any Persons other than Permitted Liens; (iii) the certificates or subordination instruments representing any pledged Collateral, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto; (iv) if as of the Liens granted to the Collateral Agent for the benefit date of the Initial Closing any Collateral Agent is located on any premises in which any third party has an interest, such bailee agreement, subordination agreement, landlord waiver agreement or collateral access agreement, as applicable, duly executed by such third party, as the Investors shall reasonably request; (v) evidence that all other actions necessary or appropriate in the reasonable opinion of the Investors to perfect and Lenders herein or pursuant hereto upon protect the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, security interests in the Collateral Agent’s opinionhave been taken, would expose including such account control agreements in favor of the Investors (or any Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (iion their behalf) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to the Company’s deposit and securities accounts, executed by each applicable bank, broker or other securities intermediary as the Investors shall reasonably request; and (vi) evidence of satisfactory insurance coverage, together with evidence that the Investors have been named (or any of the Collateral, the Collateral Agent shall be authorized to deduct on their behalf has been named) as loss payee under all expenses reasonably incurred by the Collateral Agent from the proceeds policies of any such sale, transfer or foreclosureproperty insurance and as additional insured under all policies of liability insurance. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.09. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.09 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lenderthe Banks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Banks in accordance with the provisions of this Agreement Agreement, or by the Security Required Secured Creditors under the Collateral Documents, and the exercise by the Required Lenders Banks or Required Secured Creditors, as the case may be, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lendersthe Banks. The Collateral Agent is hereby authorized on behalf of all of Lendersthe Banks, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of DefaultBank, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender The Banks hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , upon the direction of the Agent to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Collateral Agent if the Borrower certifies to be sold as part of the Collateral Agent that the sale or disposition is made in connection compliance with this Agreement and the Existing Credit Agreement (and the Agent may rely conclusively on any sale permitted hereunder such certificate, without further inquiry) or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersBanks or Required Secured Creditors, or (iv) in connection with any foreclosure sale or other disposition as the case may be, unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentBanks hereunder. Upon request by the Collateral Agent at any time, each Lender the Banks will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to Section 9.13(b)the terms of this Agreement and the Existing Credit Agreement, or consented to in writing by the Required Banks or Required Secured Creditors, as the case may be, or all of the Banks, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, the Banks to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders Banks herein or pursuant hereto upon the applicable CollateralCollateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party of its Subsidiaries in respect of) all interests retained by the Borrower or any other Loan Partyof its Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Banks or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of Lendersthe Banks and that the Collateral Agent shall have no duty or liability whatsoever to the Banks, except for its gross negligence or willful misconduct. (e) Each Lender hereby appoints each other Lender as agent for It is acknowledged and agreed by all the purpose of perfecting Banks that (i) the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance priorities with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral respect to the Collateral Agent or are as set forth in accordance with the Collateral Agent’s instructionsDocuments and are expressly subject to the provisions of Section 11 hereof and (ii) to the extent the provisions of the Collateral Documents are inconsistent with any of the provisions of this Section 10, the provisions of the respective Collateral Document shall prevail.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Intermediate Holdings, the Borrower and the Restricted Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 6.04, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 9.08) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on relevant documentation granting such property that is permitted by this Agreement or any other Loan DocumentLien. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.138.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 8.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) Each Lender hereby appoints each other Lender as agent for To the purpose of perfecting extent required by any applicable laws, the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should Administrative Agent may withhold from any payment to any Lender (other than including, for the Collateral avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) obtain possession incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of any such Collateral, the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender shall or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Collateral Administrative Agent thereofof a change in circumstance that rendered the exemption from, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral or reduction of withholding Tax ineffective). A certificate as to the Collateral amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in accordance with this paragraph shall survive the Collateral resignation and/or replacement of the Administrative Agent’s instructions, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to or during an Event of Default, 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) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (i) upon termination payment and satisfaction of all of the Aggregate Commitments and payment in full of all Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 11.13) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Facility Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.11. (c) Subject to Section 9.13(b)The Lenders hereby agree to, and direct the Facility Agent and the Collateral Agent shall (and is hereby irrevocably authorized by each Lenderto, to) execute such documents as may be necessary to evidence automatically release any Subsidiary Guarantor from the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that Subsidiaries Guaranty (i) upon payment and satisfaction of all of 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 or create any liability or entail any consequence Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the release Credit Documents or subordination of such Liens without recourse the transactions contemplated hereby or warranty and thereby, (ii) such release that is wound up, liquidated, dissolved, merged consolidated or subordination shall not amalgamated in any manner dischargecompliance with Section 8.02, affect (iii) if approved, authorized or impair ratified in writing by the Obligations or any Liens upon Required Lenders (or obligations all of the Borrower Lenders hereunder, to the extent required by Section 11.13) or any other Loan Party (iv) as otherwise may be expressly provided in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosureSubsidiaries Guaranty. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ei) Each Lender hereby appoints each other Lender as agent for The Other Creditors shall not have any right whatsoever to do any of the purpose of perfecting following: (A) exercise any rights or remedies with respect to the Collateral Agent’s or to direct any Agent to do the Lenders’ security interest same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in assets thatany case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (e)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with Article 9 this Agreement); (E) oppose any sale, transfer or Division 9 other disposition of the Collateral; (as applicableF) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the applicable Uniform Commercial Bankruptcy Code, can be perfected only by possession. Should any Lender ); (other than G) object to the use of cash collateral in respect of the Collateral Agentin any Bankruptcy Proceeding; or (H) obtain possession of seek, or object to the Lenders or any such CollateralAgent seeking on an equal and ratable basis, such Lender shall notify any adequate protection or relief from the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or in accordance the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral Agent’s instructions(including, without limitation, any such exercise described in Section 10.11(e)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Parent, any Subsidiary of Parent, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of LendersLenders and the L/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of LendersLenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender and the L/C Issuer hereby irrevocably authorizes the Collateral authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.11. (c) Subject to Section 9.13(b)subsection (b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructionsL/C Issuer.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination payment and satisfaction of all of the Aggregate Commitments and payment in full of all Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Parent and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 11.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Except with respect to the exercise of setoff rights in accordance with Section 10.8 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral Agent or to enter into enforce any Guarantee of the Security Guaranteed Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note may be exercised solely by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by Administrative Agent on behalf of the Required Lenders, Secured Parties in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documentsterms thereof. (b) Each In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Secured Cash Management Services the obligations under which constitute Secured Obligations and no Secured Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Secured Cash Management Services or any Secured Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. Except as otherwise expressly set forth herein or in any Collateral Document, no Lender hereby irrevocably authorizes Counterparty obtains the benefits of the waterfall in Article VIII, any Guaranty or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Management Services Agreements or Secured Swap Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Lender Counterparty. The Agents shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Management Services Agreements or Secured Swap Agreements in the case of a release of liens and guarantees in connection with the payment in full of the Secured Obligations under the Loan Documents (other than contingent indemnification obligations not yet due and payable) and termination of the Commitments. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 6.2(a). Upon request by the Collateral Agent at any time, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse representation or warranty and (ii) such release regarding the existence, value or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any collectability of the Collateral, the Collateral existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent shall be authorized responsible or liable to deduct all expenses reasonably incurred by the Collateral Agent from Lenders or any other Secured Party for any failure to monitor or maintain any portion of the proceeds of any such sale, transfer or foreclosureCollateral. (d) The Collateral Secured Parties irrevocably authorize the Administrative Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to and the Collateral Agent herein or in any to enter into, on behalf of the Collateral Documents Secured Parties, any subordination, intercreditor and/or similar agreement contemplated hereunder (including any Pari Passu Intercreditor Agreement), including with respect to Indebtedness that is (i) required or pursuant hereto permitted to be subordinated in right of payment hereunder and/or (ii) secured by ▇▇▇▇▇ and required or thereto have been properly permitted to be pari passu with 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 junior to the Collateral Agent in Liens securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination or similar agreement is contemplated under this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of LendersAgreement. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (at any time arising under or in respect of this Agreement or the other than contingent indemnification obligations)Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or disposition thereof in connection compliance with any sale permitted hereunder Section 9.02 or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or Lenders (iv) in connection with any foreclosure sale or other disposition unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder). Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to Section 9.13(b)the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, the Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided Collateral that was sold or transferred, provided, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower any Credit Party or any other Loan Party of its Subsidiaries in respect of) all interests retained by the Borrower any Credit Party or any other Loan Partyof its Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower any Credit Party or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender hereby appoints each Notwithstanding anything to the contrary contained in this Agreement or in any other Lender as agent for Credit Document, (i) to the purpose extent the Borrower or any of perfecting its Subsidiaries enters into any operating lease which does not cause a violation of the terms of this Agreement, the Collateral Agent’s or the Lenders’ Agent is authorized to enter into such disclaimers of a security interest in the assets thatsubject to such operating lease, in accordance with Article 9 or Division 9 (as applicable) such releases or subordinations of the applicable Uniform Commercial Codeassets subject to such operating lease, can as may be perfected only reasonably requested by possession. Should any Lender the Borrower or such Subsidiary in connection therewith and (other than ii) in connection with the Collateral Agent) obtain possession incurrence of any such CollateralIndebtedness permitted to remain outstanding pursuant to Section 9.04(iv), such Lender shall notify at the reasonable request of the Borrower, the Collateral Agent thereofshall, andand is hereby authorized to, promptly upon enter into such releases or subordinations of security interests in the Collateral Agent’s request therefore, shall deliver assets securing such Collateral to the Collateral Agent or Indebtedness in accordance with the relevant requirements of Section 9.01, all as may be requested by the Borrower. In taking any actions pursuant to the requirements of this Section 12.10(e), the Collateral Agent’s instructionsAgent shall be entitled to rely on a certificate of an officer of the Borrower as to its entitlement to such release, subordination or other action, and shall have no liability in connection therewith.". 12. The Lenders hereby waive any Event of Default that may have arisen pursuant to Section 10.01 of the Credit Agreement or Section 3 of the Consent and Agreement to Credit Agreement, dated as of July 31, 2002, among the Borrower, the Lenders and the Administrative Agent (the "Consent"), solely as result of the failure of the Borrower to apply the Net Sale Proceeds from the sale of the capital stock of Manitowoc Boom Trucks, Inc. (the "Boom Trucks Proceeds") in accordance with the requirements of Sections 4.02(e), (i) and (j) of the Credit Agreement or Section 2(i) of the Consent, as the case may be, so long as (and only so long as) the Borrower uses cash on hand or the proceeds of Revolving Loans (incurred in accordance with the relevant requirements of the Credit Agreement) in an amount equal to the amount of the Boom Trucks Proceeds on the last day of the first Interest Period applicable to any Borrowing of Term Loans to expire after the Second Amendment Effective Date (or, if the Second Amendment Effective Date has not occurred on or prior to February 6, 2003, the Business Day following the Second Amendment Effective Date), to repay Term Loans in accordance with the requirements of Section 4.01(a) of the Credit Agreement.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments Total Commitment and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1311.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized (but not required) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender the Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender hereby The Lenders irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral: (i) upon termination of the Aggregate Commitments and payment in full of all Loans and all other Obligations (then payable under this Agreement and under any other than contingent indemnification obligations), Loan Document; (ii) that is constituting Property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document, hereunder; (iii) subject to Section 10.01consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (iv) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 9.1(f). Upon request by the Collateral Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13subsection 8.10(b). (c) Subject to Section 9.13(b), the Collateral Agent Each Lender agrees with and in favor of each other Lender (which agreement shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations Borrower or any Liens upon (of its Subsidiaries) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or hereafter securing any obligations of the Borrower or any other Loan Party in respect of) all interests retained by of its Subsidiaries to such Lender, whether or not the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the same constitutes Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosurehereunder. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of LendersLenders and the L/C Issuer. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of LendersLenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender and the L/C Issuer hereby irrevocably authorizes the Collateral authorize Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligations)obligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit, (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Administrative Agent at any time, each Lender and the L/C Issuer will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.11. (c) Subject to Section 9.13(b)subsection (b) above, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by each Lender, Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Administrative Agent for the benefit of the Collateral Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in the Collateral Administrative Agent’s opinion, would expose the Collateral Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Administrative Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Administrative Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 9.13 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of LendersLenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent Administrative Agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ and the L/C Issuer’s security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than the Collateral Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify the Collateral Administrative Agent thereof, and, promptly upon the Collateral Administrative Agent’s request therefore, therefor shall deliver such Collateral to the Collateral Administrative Agent or in accordance with the Collateral Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender The Lenders hereby irrevocably authorizes authorize (and directs the Collateral Agent to enter by entering into the Security Documents for the benefit of such Lender. Each Lender hereby agreesa Bank Product Agreement, and each holder of any Note by the acceptance thereof will Bank Product Provider shall be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral authorize) Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by of the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all Obligations (other than contingent indemnification obligations)of the Obligations, or (ii) that is constituting property being sold or disposed of if Administrative Borrower or any Loan Party certifies to Agent that the sale or disposition is not prohibited by Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a value in the aggregate in any twelve (12) month period of less than $5,000,000, and to the extent Agent may release its Lien on any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be sold as part deemed consented to by Lenders, or (v) if required or permitted under the terms of or in connection with any sale permitted hereunder or under any of the other Loan DocumentDocuments, including any intercreditor agreement, or (iiivi) constituting property leased to a Loan Party under a lease that has expired or is terminated, or (vii) subject to Section 10.0114.1 and the Security Agreement, if the release is approved, authorized or ratified in writing by the Required Lenders, . In no event shall the consent or (iv) in connection with approval of an Issuing Lender to any foreclosure sale or other disposition release of Collateral after be required. Nothing contained herein shall be construed to require the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder consent of any Lien on such property that is permitted by this Agreement Bank Product Provider to any release of any Collateral or termination of security interests in any other Loan DocumentCollateral. Upon request by the Collateral Agent or any Borrower at any time, each Lender the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing the Collateral Agent’s authority to release or subordinate its interest in any such Liens on particular types or items of Collateral pursuant to this Section 9.13. 15.11; provided, that, (c1) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens Lien without recourse recourse, representation, or warranty warranty, and (ii2) such release or subordination shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the any Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including including, the proceeds of the any sale, all of which shall continue to constitute part of the Collateral. In The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the event holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (A) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code or other bankruptcy or insolvency laws, including under Section 363 of the Bankruptcy Code, (B) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or transfer other disposition thereof conducted under the provisions of Collateralthe Code or the PPSA, including pursuant to Sections 9-610 or 9-620 of the Code, or (C) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to any contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the CollateralCollateral and, if such claims cannot be estimated without unduly delaying the Collateral ability of Agent to credit bid, then such claims shall be authorized disregarded, not credit bid, and not entitled to deduct all expenses reasonably incurred any interest in the asset or assets purchased by means of such credit bid) and the Collateral Agent from Lenders and the proceeds Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of any their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such sale, transfer or foreclosurepurchase). (dc) The Collateral Agent shall have no obligation whatsoever to any Lender of the Lenders (or any other Person the Bank Product Providers) to assure that the Collateral exists or is owned by Borrower or any other a Loan Party 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 in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise 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 9.13 or in pursuant to any of the Security 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 Lenders. (e) Each Lender hereby appoints each the Lenders and that Agent shall have no other Lender as agent for the purpose of perfecting the Collateral Agent’s duty or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should liability whatsoever to any Lender (other than or Bank Product Provider) as to any of the Collateral Agent) obtain possession of any such Collateralforegoing, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructionsexcept as otherwise provided herein.

Collateral Matters. (a) Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of LendersLenders and the L/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of LendersLenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C issuer hereby irrevocably authorizes the Collateral authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made)) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.11. (c) Subject to Section 9.13(b)(b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each LenderLender and the L/C Issuer, to) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of LendersLenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ and the L/C Issuer’s security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than the Collateral Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby The Lenders irrevocably authorizes and directs authorize Administrative Agent or the Collateral Agent to enter into the Security Documents for the benefit of such Lender. Each Lender hereby agreesAgent, as applicable, at their option and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenderstheir discretion, 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 Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion,Secured Parties: (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Security Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification indemnifications obligations), (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, as contemplated by Section 9.17 or (iiiC) subject to Section 10.019.1, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection ; *Information marked with any foreclosure sale or other disposition of Collateral after an asterisk herein has been omitted and filed separately with the occurrence of an Event of Default; andCommission pursuant to a request for confidential treatment. (ii) to subordinate take any Lien on actions with respect to any property granted Collateral or Security Documents which may be necessary or desirable to or held by perfect and maintain Acceptable Security Interests in and Liens upon the Collateral Agent under any Loan Document granted pursuant to the holder Security Documents or for the preservation or protection of Collateral; and (iii) to take any Lien on such property that is permitted by this Agreement action in exigent circumstances as may be reasonably necessary or desirable to preserve any other rights or privileges of the Secured Parties under the Loan Document. Documents or applicable Legal Requirements. (b) Upon the request by of the Collateral Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.138.9. (c) Subject The Borrower hereby irrevocably appoints each Agent as the Borrower’s attorney-in-fact, with full authority to, after the occurrence and continuance of an Event of Default, act for the Borrower and in the name of the Borrower to, in such Agent’s discretion upon the occurrence and during the continuance of an Event of Default, (i) file one or more financing or continuation statements, and amendments thereto, relative to Section 9.13(b), all or any part of the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence without the release or subordination signature of the Liens granted Borrower where permitted by law, (ii) to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask, demand, collect, s▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iv) to file any claims or take any action or institute any proceedings which such Agent may reasonably deem necessary for the collection of any of the Collateral Agent for or otherwise to enforce the benefit rights of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Collateral and (v) if the Collateral Agent shall be authorized Borrower fails to deduct all expenses reasonably incurred by perform any covenant contained in this Agreement or the Collateral Agent from other Security Documents after the proceeds expiration of any applicable grace periods, either Agent may itself perform, or cause performance of, such salecovenant, transfer or foreclosureand the Borrower shall pay for the expenses of the Agents incurred in connection therewith in accordance with Section 9.4. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) The powers conferred on the Agents under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, each Agent and each Lender shall have no obligation whatsoever duty with respect to any Lender Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other Person rights pertaining thereto. Each Agent shall be deemed to assure that have exercised reasonable care in the custody and preservation of the Collateral exists or in its possession if the Collateral is owned by Borrower or any other Loan Party or is cared for, protected or insured or accorded treatment substantially equal to that the Liens granted to which the Collateral Agent herein accords its own property. Neither Agent nor any Lender shall be liable or in responsible for any of the Collateral Documents loss or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled damage 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 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or for 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 diminution in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets thatvalue thereof, in accordance with Article 9 or Division 9 (as applicable) by reason of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession act or omission of any such Collateralwarehouseman, such Lender shall notify carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Collateral Borrower or selected by any Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance good faith. *Information marked with an asterisk herein has been omitted and filed separately with the Collateral Agent’s instructionsCommission pursuant to a request for confidential treatment.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, , to (i1) to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 11.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 14.12) or (iv) as otherwise may be expressly provided in connection with the relevant Security Documents, and (2) release any foreclosure sale Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under the Credit Documents or other disposition of Collateral after is otherwise permitted to be released from the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document applicable Guaranty pursuant to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentCredit Documents. Upon request by the Collateral any Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral or Guarantors from its obligations under the Subsidiaries Guaranty pursuant to this Section 9.1313.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Credit Parties) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder Sections 10.05 or under any other Loan Document10.06, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents. The Lenders hereby authorize (i) the Collateral Agent to release (or other disposition of Collateral after the occurrence of an Event of Default; and (iisubordinate) to subordinate any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral consisting of Receivables or Related Assets sold pursuant to any Auto Supplier Support Transaction and (ii) the holder of Administrative Agent and the Collateral Agent to consent to any Lien on such property that is permitted by this Agreement or Auto Supplier Support Transaction and enter into any other Loan Documentrelated documentation required in connection with the Credit Parties’ participation in the Auto Supplier Support Program. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate its interest in subordinate) particular types or items of Collateral pursuant to this Section 9.1312.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower any Credit Agreement Party or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to appoint a collateral agent, security trustee, trustee or Person serving in a similar capacity, including an Affiliate of the Collateral Agent, in such foreign jurisdiction and authorize such collateral agent, security trustee, trustee or Person serving in a similar capacity to enter into any Foreign Security Documents governed by the laws of such jurisdiction for the benefit of the Lenders and the other Secured Creditors. Each such collateral agent, security trustee, trustee or Person serving in a similar capacity shall be entitled to all of the benefits afforded the Collateral Agent hereunder (including, but not limited to the benefits under Section 12.07 and Section 13.01) and the powers of the Collateral Agent under the Section 12, as if such collateral agent, security trustee, trustee or Person serving in a similar capacity were the Collateral Agent hereunder. (e) Each Lender The Lenders hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify authorize the Collateral Agent thereofand each such collateral agent, andsecurity trustee, promptly upon trustee or Person serving in a similar capacity referred to in the Section 12.11(d) to enter into any intercreditor arrangements to reflect the relative Lien priority of, or right to receive proceeds from Collateral Agent’s request thereforesecuring, shall deliver such Collateral the DIP Facility relative to the Collateral Agent or in accordance with the Collateral Agent’s instructionsPrepetition Facility and such other matters as may be incidental thereto.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, or during, an Event of Default, 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) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (i) upon termination of the Aggregate all Commitments and payment and satisfaction in full of all the Obligations (other than contingent indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is sold or otherwise disposed of (to be sold as part of Persons other than the Parent Guarantor and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 8.02, (iii) in connection with any sale permitted hereunder or under any other Loan DocumentFlag Jurisdiction Transfer, provided that the requirements thereof are satisfied by the relevant Credit Party, and (iiiiv) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 11.13) or (ivv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act 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 any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lendersa final and non-appealable decision). (ei) Each Lender hereby appoints each other Lender as agent for The Other Creditors shall not have any right whatsoever to do any of the purpose of perfecting following: (A) exercise any rights or remedies with respect to the Collateral Agent’s or to direct any Agent to do the Lenders’ security interest same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in assets thatany case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with Article 9 this Agreement); (E) oppose any sale, transfer or Division 9 other disposition of the Collateral; (as applicableF) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the applicable Uniform Commercial Bankruptcy Code, can be perfected only by possession. Should any Lender ); (other than G) object to the use of cash collateral in respect of the Collateral Agentin any Bankruptcy Proceeding; or (H) obtain possession of seek, or object to the Lenders or any such CollateralAgent seeking on an equal and ratable basis, such Lender shall notify any adequate protection or relief from the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or in accordance the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral Agent’s instructions(including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Parent Guarantor, any Subsidiary of the Parent Guarantor, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, , to (i) to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (iA) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (B) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligations)a Credit Party) upon the sale or other disposition thereof in compliance with Section 10.02, (iiC) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (D) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below or (ivE) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and relevant Security Documents, (ii) at the request of the U.S. Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by this Agreement Section 10.01 but only to the extent Section 10.01 permits such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents and (iii) to release any Subsidiary Guarantor from its obligations under any Credit Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or any other Loan Documentdesignation permitted hereunder. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral or guarantees pursuant to this Section 9.1312.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by either Borrower or any other Loan Party of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) For greater certainty, and without limiting the powers of the Collateral Agent hereunder or under any of the other Credit Documents, the Borrowers hereby acknowledge that the Collateral Agent shall, for purposes of holding any security granted by any Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of any Credit Party under any bond or debenture (the Quebec Secured Obligations), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or debenture. Each Lender, for itself and for all present and future affiliates that are or may become a Lender, hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by each Credit Party in the Province of Quebec to secure the Quebec Secured Obligations. Each assignee (for itself and for all present and future affiliates) of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation. The substitution or replacement of the Administrative Agent pursuant to Section 12.10 shall also constitute the substitution or replacement of the fondé de pouvoir. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any bond or debenture. The Borrowers hereby appoints each other Lender acknowledge that such bond or debenture constitutes a title of indebtedness, as agent for such term is used in Article 2692 of the purpose Civil Code of perfecting Quebec. The fondé de pouvoir shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies given to the fondé de pouvoir pursuant to any hypothec, bond, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance mutatis mutandis, including, without limitation, all such provisions with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral respect to the Collateral Agent liability or in accordance with responsibility to an indemnification by the Collateral Agent’s instructionsLender, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lender. 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 expressly provided for in Section 10.01this Agreement, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by Borrower or any other Loan Party (provided Agent agrees with Lenders to conduct at least one collateral audit in each Fiscal Year) 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 Borrowing Base, or whether any particular reserves are appropriate, or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any 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 9.13 Agreement or in any of the Security other 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 's own interest in the Collateral as one a Lender and that Agent shall have no duty or liability whatsoever to any other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final judgment of Lendersa court of competent jurisdiction. (eb) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ ' security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, Code can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, thereof and, promptly upon the Collateral Agent’s 's request thereforetherefor, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s 's instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to enter into (y) the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Parties, and (z) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents. 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 in Section 10.01herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, Documents and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, an Event of Defaulttime, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens 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) Each Lender The Lenders hereby irrevocably authorizes authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, , to (iA) to release any Lien on any property granted to or held by the such Agent upon any Collateral Agent under any Loan Document (i) upon termination of the Aggregate all Commitments and payment in full and satisfaction of all of the Loan Document Obligations (other than contingent reimbursement or indemnification obligations)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) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than a Loan Party) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan Documentsubsection 7.4, (iii) subject to Section 10.01constituting Capital Stock or other equity interests that are Excluded Assets, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all Lenders or all affected Lenders, as applicable, to the extent required by subsection 10.1), or (ivv) as otherwise may be expressly provided in the relevant Security Documents; (B) in connection with any foreclosure sale or other disposition Indebtedness permitted by this Agreement, enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, including to clarify the respective rights of Collateral after all parties in and to designated assets; and (C) at the occurrence written request of an Event of Default; and (ii) the Borrower to subordinate any Lien (or to confirm in writing the absence of any Lien) on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentExcluded Assets. Upon request by the Administrative Agent or the Collateral Agent Agent, at any time, each Lender the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13subsection 9.9. (c) Subject The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to Section 9.13(b)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 Collateral Agent shall (Lenders will confirm in writing the Administrative Agent’s and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosureauthority under this subsection 9.9(c). (d) The Collateral No Agent shall have no any obligation whatsoever to any Lender or any other Person the Lenders to assure that the Collateral exists or is owned by the Borrower or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 9.13 subsection 9.9 or in any of the Security Documents, it being understood and agreed by the Secured Parties 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 Secured Party (if any) and that no Agent shall have any duty or liability whatsoever to the Lenders, except for its bad faith, gross negligence or willful misconduct (as determined by a court of Lenderscompetent jurisdiction in a final and non-appealable decision). (e) Each Lender hereby appoints each other Lender 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 either subsection 10.1 or 10.17, as applicable, with the written consent of the Agent party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and ▇▇▇▇▇▇ does, appoint the Administrative Agent as its agent for the purpose purposes of holding any Collateral and/or perfecting the Collateral Agent’s or the Lenders’ 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 9.9 to the extent the Borrower determines in assets thatgood faith that the applicable transaction is permitted under this Agreement (including, without limitation, in accordance connection with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (disposition to Persons other than the 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 such security interests, Liens or Guarantees, in each case, at the Borrower’s sole cost and expense, 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 9.9 without any obligation or requirement to notify or obtain consent from any Lender unless required by subsection 10.1(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 10.1(a)(iii)). (h) The Collateral Agent) obtain possession Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any such Collateral, such Lender for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens on any Collateral. For the avoidance of doubt, nothing in this Agreement or any other Loan Document shall notify require the Collateral Agent thereofto file financing statements or continuation statements, andor be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Loan Document) and such responsibility shall be solely that of the Borrower. (i) Notwithstanding the foregoing, promptly in connection with the termination of all Commitments and payment and satisfaction of all of the Loan Document 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, the Administrative Agent agrees that, upon the Collateral AgentBorrower’s request thereforerequest, that it shall promptly deliver such Collateral a customary payoff letter to the Collateral Agent or in accordance with the Collateral Agent’s instructionsBorrower.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by either Borrower or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of such Lenderthe Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note and each other Secured Party by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to create, perfect and or maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Secured Parties hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to subordinate or release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments Commitments, termination or expiration of all Letters of Credit and payment and satisfaction in full of all of the Obligations (other than (x) contingent indemnification and reimbursement obligations for which no claim has been made and (y) Obligations in respect of any Swap Agreement, Cash Management Obligations and other contingent obligations), in each case not then due and owing) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.5, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, or to the extent required by Section 13.12), (iv) constituting an Excluded Asset or (v) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Secured Parties or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Secured Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Administrative Agent and the Collateral Agent shall be authorized, without the consent of any Secured Party, to enter into or execute the Security Documents on or prior to the Closing Date, and, from time to time, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any Intercreditor Agreement and any additional and replacement Intercreditor Agreements in each case in order to effect the subordination of and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Liens junior to, pari passu with or senior to the Obligations, that are, in each case, incurred in accordance with Section 9, and to establish certain relative rights as between the holders of the Obligations and the holders of the Indebtedness secured by such Liens. (e) Each Lender hereby appoints each other Lender as agent for Subject to Section 13.12, without further written consent or authorization from any Secured Party, the purpose of perfecting Administrative Agent or the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or Disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the applicable Uniform Commercial Code, can subject of such sale or other Disposition of assets or to which Required Lenders (or such other Lenders as may be perfected only by possession. Should required to give such consent under Section 13.12) have otherwise consented or (ii) release any Lender Guarantor from the Guarantee pursuant to Section 10.8 or with respect to which Required Lenders (or such other than the Collateral AgentLenders as may be required to give such consent under Section 13.12) obtain possession of any such Collateral, such Lender shall notify have otherwise consented. (f) [Reserved]. (g) Each Secured Party hereby authorizes the Collateral Agent thereof(whether or not by or through employees or agents) to (i) exercise such rights, andremedies, promptly powers and discretions as are specifically delegated to or conferred upon the Collateral Agent’s request therefore, shall deliver Agent under the Security Documents together with such Collateral powers and discretions as are reasonably incidental thereto and (ii) take such action on its behalf as may from time to the Collateral Agent time be authorized under or in accordance with the Security Documents. At the request of the Collateral Agent, each Secured Party shall provide the Collateral Agent with a separate written power of attorney for the purposes of executing any agreements or document or otherwise acting on their behalf. (h) [Reserved]. (i) Each Secured Party hereby ratifies and approves all acts and declarations previously done by the Collateral Agent (or representative acting for and on its behalf) on such Secured Party’s behalf (including, but not limited to, for the avoidance of doubt, the declarations made by the Collateral Agent as representative without power of attorney in relation to the creation of any pledge on behalf and for the benefit of any Secured Party as future pledgee or otherwise). (j) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee or take any other action under any Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (k) No Swap Agreement or agreement in respect of Cash Management Obligations will create (or be deemed to create) in favor of any Qualified Counterparty or provider of Cash Management Obligation, as applicable, that is a party to such Swap Agreement or agreement in respect of Cash Management Obligations, as applicable, any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents except as expressly provided in Section 13.12(a)(6) of this Agreement and any Security Document and any Intercreditor Agreement. By accepting the benefits of the Collateral, each Qualified Counterparty and provider of Cash Management Obligations shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this clause (k). (l) Notwithstanding any other provision of this Section 12 to the contrary, the Administrative Agent and the Collateral Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Swap Agreements with a Qualified Counterparty or in respect of Cash Management Obligations. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s instructionsLien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral. (m) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) contingent indemnification and reimbursement obligations for which no claim has been made and (ii) Obligations in respect of any Swap Agreement, Cash Management Obligations and other contingent obligations, in each case not then due and owing) have been paid indefeasibly in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any party to any Swap Agreement or provider of Cash Management Obligations) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Swap Agreements or Cash Management Obligations. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if, after such release, any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (n) In each case as specified in this Section 12.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under any Security Document or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 12.10.

Collateral Matters. (a) Each Lender Bank hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such LenderBank. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0111.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lendersthe Banks. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of LendersBank, without the necessity of any notice to or further consent from any Lender Bank 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 Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender Bank hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion, (i) to release any Lien lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lendersall Banks, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender Bank will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.15(b). (c) Subject to Section 9.13(b)(b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each LenderBank to), to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders the Banks herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party Guarantor in respect of) all interests retained by the Borrower or any other Loan PartyGuarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender Bank or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party Person or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 9.15 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lendersthe Banks and that Agent shall have no duty or liability whatsoever to the Banks. (e) Each Lender The Banks hereby appoints appoint each other Lender Bank as agent for the purpose of perfecting the Collateral Agent’s or the LendersBanks’ security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender Bank (other than the Collateral Agent) obtain possession of any such Collateral, such Lender Bank shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, therefore shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of LendersLenders and the L/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of LendersLenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorizes the Collateral authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit [(other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made)], (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.11. (c) Subject to Section 9.13(b)(b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each LenderLender and the L/C Issuer, to) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of LendersLenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ and the L/C Issuer’s security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than the Collateral Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of Lendersthe Secured Parties, without the necessity of any notice to or further consent from any Lender such Secured Parties, from time to time prior to, an Event of Defaulttime, to take any action actions with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) to release any Lien on any property granted to or held by the Administrative Agent upon any Collateral Agent under any Loan Document (ia) upon termination of this Agreement and the Aggregate Commitments and payment in full of the outstanding Borrowing and all other Obligations (other than contingent indemnification obligations), ) payable under this Agreement and under any other Loan Document; (iib) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document; (c) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (d) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Document. Upon the request by of the Collateral Administrative Agent at any time, each Lender the Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1311.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse representation or warranty and (ii) such release regarding the existence, value or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any collectability of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by existence, priority or perfection of the Collateral Agent from the proceeds of any such saleAdministrative Agent’s Lien thereon, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned certificate prepared by Borrower or any other 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 in maintain any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect portion of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lenderthe Banks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Majority Banks in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders Majority Banks of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lendersthe Banks. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of Lendersthe Banks, without the necessity of any notice to or further consent from any Lender Bank, from time to time prior to, 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 Liens security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender The Banks hereby irrevocably authorizes authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full in cash and satisfaction of all of the Obligations (other than contingent indemnification obligationsthose expressly stated to survive termination of this Agreement, the repayment of the Loans and the termination of the Commitments) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby (including any required Cash Collateralization), (ii) that is constituting property being sold or disposed of upon receipt of the proceeds of such sale required (if applicable) to be sold as part of delivered to the Administrative Agent if the Company certifies to the Administrative Agent that the sale or disposition is made in connection compliance with Section 8.02 (and the Administrative Agent may rely conclusively on any sale permitted hereunder or under any other Loan Documentsuch certificate, without further inquiry), (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersMajority Banks, unless such release is required to be approved by all of the Banks hereunder or (iv) constituting Cash, Cash Equivalents or Qualifying Investments used for the purposes set forth in connection with any foreclosure sale Sections 8.01(g), (m), (o) or other disposition (u); provided, that at the time of Collateral after the occurrence of an such release no Default or Event of DefaultDefault shall have occurred and be continuing; and and provided, further, that, with respect to clause (iiiv), at the time of such release or grant of Lien under Section 8.01(g), (m), (o) to subordinate any Lien on any property granted to or held by (u), and after giving effect thereto, the Collateral Agent under any Loan Document to Effective Amount of all Loans then outstanding plus the holder Effective Amount of any Lien on such property that is permitted by this Agreement or any other Loan Documentall L/C Obligations plus the Effective Amount of all Outstanding Eligible ▇▇▇▇ does not exceed the Borrowing Base set forth in the most recent Borrowing Base Certificate delivered in accordance with Section 7.02(e). Upon request by the Collateral Administrative Agent at any time, each Lender the Banks will confirm in writing the Administrative Agent's and the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to Section 9.13(b)the terms of this Agreement, or consented to in writing by the Majority Banks or all of the Banks, as applicable and upon at least five (5) Business Days prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, the Banks to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Administrative Agent and Lenders the Banks herein or pursuant hereto to this Agreement upon the applicable CollateralCollateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower Company or any other Loan Party of its Restricted Subsidiaries in respect of) all interests retained by the Borrower Company or any other Loan Partyof its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateralcollateral, or any foreclosure with respect to any of the Collateralcollateral, the Administrative Agent and the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to any Lender the Banks or to any other Person to assure that the Collateral exists or is owned by Borrower the Company or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto to this Agreement have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 9.13 10.10 or to the Collateral Agent in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent's and the Collateral Agent’s 's own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Banks and that the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Administrative Agent and the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Banks, except for their gross negligence or willful misconduct; provided that the Administrative Agent has prepared for filing in the appropriate jurisdictions, financing statements, financing statements in lieu of continuation statements or amendments thereto, as appropriate in accordance with the Collateral reasonable discretion of the Administrative Agent’s instructions, and has arranged for appropriate recordation thereof in each such jurisdiction.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Credit Parties) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder Sections 10.05 or under any other Loan Document10.06, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower any Credit Agreement Party or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents Pledge Agreement for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security DocumentsPledge Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents the Pledge Agreement which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security DocumentsPledge Agreement. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSections 7.02 and 11.12(a), (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 11.12) or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as otherwise may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; expressly provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.Pledge

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of Lendersthe Secured Parties, without the necessity of any notice to or further consent from any Lender the Secured Parties, from time to time prior to, an Event of Defaulttime, to take any action actions with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents, including but not limited to, the joinder documents required under Sections 5.6 and 5.7. Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Credit Documents or applicable Legal Requirement. (b) Each Lender hereby The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorizes the Collateral Agent, at its option and in its discretion, authorize Administrative Agent to (i) to release any Lien on any property granted to or held by the Administrative Agent upon any Collateral Agent under any Loan Document (ia) upon termination of this Agreement, termination of all Swap Obligations with such Persons (other than as to which agreements satisfactory to the Aggregate Commitments applicable Swap Counterparty have been made), termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to Issuing Lender have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations (other than contingent indemnification obligations), with respect to Letters of Credit as to which other arrangements reasonably satisfactory to Issuing Lender have been made) and all other Secured Obligations payable under this Agreement and under any other Credit Document; (iib) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Credit Document. ; (c) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter (other than as a result of a Disposition not permitted under this Agreement); or (d) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor (and its property) from its obligations under the Guaranty and Security Document and any other applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. (c) Upon request by the Collateral Administrative Agent at any time, each Lender the Secured Parties will confirm in writing the Collateral Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under the Guaranty and Security Agreement pursuant to this Section 9.13. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral 8.7. Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse representation or warranty and (ii) such release regarding the existence, value or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any collectability of the Collateral, the Collateral existence, priority or perfection of Administrative Agent's Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Administrative Agent shall be authorized responsible or liable to deduct all expenses reasonably incurred by the Collateral Agent from Secured Parties or any other Lender Party for any failure to monitor or maintain any portion of the proceeds of any such sale, transfer or foreclosureCollateral. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or Notwithstanding anything contained in any of the Collateral Credit Documents or pursuant hereto or thereto to the contrary, Credit Parties, Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled any right individually 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 realize upon any of the rights, authorities and powers granted Collateral or available to enforce the Collateral Agent in this Section 9.13 or in any of the Security DocumentsGuaranties, it being understood and agreed that in respect all powers, rights and remedies under the Guaranties and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Collateral, or any act, omission or event related thereto, Secured Parties in accordance with the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given terms hereof and the Collateral Agent’s own interest in the Collateral as one of Lendersother Credit Documents. (e) Each Lender hereby appoints each other Lender as agent for By accepting the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) benefit of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral Liens granted pursuant to the Collateral Agent or in accordance with Security Documents, each Secured Party hereby agrees to the Collateral Agent’s instructionsterms of this Section 8.7.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, 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) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of or Persons other than the Borrower and its Subsidiaries) in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1311.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.10. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized (but not required) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender the Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender hereby The Lenders irrevocably authorizes the Collateral authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral: (i) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations (then payable under this Agreement and under any other than contingent indemnification obligations), Loan Document; (ii) that is constituting Property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document, hereunder; (iii) subject to Section 10.01consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (iv) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 9.1(f). Upon request by the Collateral Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.13subsection 8.10(b). (c) Subject to Section 9.13(b), the Collateral Agent Each Lender agrees with and in favor of each other Lender (which agreement shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries) that Borrower’s obligation to such Lender under this Agreement and the other Loan Party in respect of) all interests retained Documents shall be equally and ratably secured by the any real property and/or other collateral now or hereafter securing any obligations of Borrower or any other Loan Partyof its Subsidiaries to such Lender, including whether or not the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the same constitutes Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosurehereunder. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by either Borrower or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Administrative Agent upon any Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments Committed Amounts and payment in full and satisfaction of all of the Secured Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 6.06, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Administrative Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower Party or any other Loan Party grantor of a Lien under the Security Documents) or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 9.13 9.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders and that the Collateral Agent’s Administrative Agent shall have no duty or liability whatsoever to the Lenders’ security interest in assets that, in accordance with Article 9 except for its gross negligence or Division 9 willful misconduct (as applicable) determined by a court of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Exide U.S. and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1312.11. (c) Subject to Section 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lenderthe Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Majority Lenders in accordance with the provisions of this Credit Agreement or any of the Security Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the 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 Lender, from time to time prior to, 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 perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent upon any Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations), at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby or (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Majority Lenders, or (iv) in connection with any foreclosure sale or other disposition unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) Lenders pursuant to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 11.11. Upon request by the Collateral Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject to Section 9.13(b), The Lenders hereby agree that the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens Lien granted to the Collateral Agent and the Lenders in any property sold or disposed of in accordance with the provisions of Section 8.6 hereof shall, if no Default or Event of Default shall then exist, be automatically released (although a signed release of the Agent may be requested in any transaction permitted pursuant to Section 8.6); provided however that Agent's Lien shall attach to and continue in the proceeds and products of such property arising from any such sale or disposition and; provided, further, that the proceeds from any such sale or disposition by the Borrowers shall be paid to the Agent for to the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosurethen outstanding Loans. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by a Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein in or in pursuant to any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.or

Collateral Matters. (a) Each Lender hereby irrevocably and each Bank Product Provider authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of such Lenderthe Lenders, each Bank Product Provider and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof Bank Product Provider will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lendersthe Lenders and each Bank Product Provider. The Collateral Agent is hereby authorized on behalf of all of Lendersthe Lenders and each Bank Product Provider, without the necessity of any notice to or further consent from any Lender or any Bank Product Provider, from time to time prior to, to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents (if and to the extent such security interest is required to be perfected pursuant to such Security Documents). (b) Each Lender The Lenders and each Bank Product Provider hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release (or subordinate) any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations)) at any time arising 131 under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Administrative Borrower and its Restricted Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, or to the extent required by Section 12.12), (iv) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Guaranty in connection accordance with any foreclosure sale the terms thereof, (v) as otherwise may be expressly provided in the relevant Security Documents or other disposition the last sentence of each of Sections 9.01 and 9.02 or (vi) upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the requirements of Section 8.14, with respect to Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentRestricted Subsidiary. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate its interest in subordinate) particular types or items of Collateral pursuant to this Section 9.1311.10. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Subject Anything contained in any of the Credit Documents to Section 9.13(b)the contrary notwithstanding, each Borrower, the Administrative Agent, the Collateral Agent shall and each Lender hereby agree (and is hereby irrevocably authorized by entering into a Bank Product Agreement, each LenderBank Product Provider shall be deemed to agree) that (i) no Secured Creditor shall have any right individually to realize upon any of the Collateral or to enforce any Guaranty, to) execute such documents as it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be necessary to evidence exercised solely by the release Administrative Agent or subordination the Collateral Agent, as applicable, for the benefit of the Liens granted to Secured Creditors in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon Secured Creditors in accordance with the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms whichthereof, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale a foreclosure or transfer of Collateral, or any foreclosure with respect to similar enforcement action by the Collateral Agent on any of the CollateralCollateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities) shall be authorized entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to deduct all expenses reasonably incurred use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent from the proceeds of any at such sale, transfer sale or foreclosureother disposition. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Secured Creditors or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Secured Creditors, except for its gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision). 132 11.11.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lenderthe Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Credit Agreement or any of the Security Collateral Documents, and the exercise by the Required Lenders 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 Lender, from time to time prior to, 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 Security Collateral Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , upon the direction of the Administrative Agent to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Total Commitments and payment in full and satisfaction of all of the Obligations (arising under or in respect of this Credit Agreement and the other than contingent indemnification obligations)Credit Documents, (ii) that is constituting property being sold or disposed of if the Credit Party disposing of such property certifies to be sold as part of the Administrative Agent and the Collateral Agent that the sale or disposition is made in connection compliance with Section 8.1 (and the Agents may rely conclusively on any sale permitted hereunder or under any other Loan Documentsuch certification, without further inquiry), (iii) subject to Section 10.01, if approved, authorized constituting property in which no Credit Party owned any interest at the time the Lien was granted or ratified in writing by the Required Lenders, at any time thereafter or (iv) constituting property leased to a Credit Party under a lease that has expired or been terminated in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the a transaction permitted under this Agreement. The Collateral Agent under any Loan Document to may, in its discretion with the holder prior written authorization of the Administrative Agent, release its Liens on Collateral valued in the aggregate not in excess of $2,000,000 during each Fiscal Year without the prior written authorization of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLender. Upon request by the Collateral Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject Upon any sale and transfer (by dividend, contribution or otherwise) of Collateral which is permitted pursuant to Section 9.13(b)the terms of this Credit Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days’ (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, the Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Lenders pursuant to the Collateral Agent and Lenders herein or pursuant hereto Documents upon the applicable CollateralCollateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and warranty, (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Holdings, the Borrower or any other Loan Party of their respective Subsidiaries in respect of) all interests retained by Holdings, the Borrower or any other Loan Partyof their respective Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the CollateralCollateral and (iii) the Collateral Agent shall not be required to release any Lien in Collateral sold or transferred by Holdings, the Borrower or any of their respective Subsidiaries to any other of Holdings, the Borrower or any of their respective Subsidiaries except for cash and cash equivalents distributed to Holdings in accordance with the terms of this Credit Agreement and Collateral transferred to an Unrestricted Subsidiary in accordance with the terms of this Credit Agreement. In the event of any sale foreclosure or transfer of Collateral, or any foreclosure similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings, the Borrower or any other Loan Party of their respective Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents other Credit Document or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in accordance with the Collateral Agent’s instructionsa final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lender. 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 in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender hereby irrevocably authorizes the Collateral authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (iiB) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (ivD) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.139.11. (c) Subject to Section 9.13(b)(b) above, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, to) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral or the Intellectual Property exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets thatwhich, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, UCC can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, herefore shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs ------------------ the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lenderthe Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , upon the direction of the Agent to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations)at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Collateral Agent if the Borrower certifies to be sold as part of the Collateral Agent that the sale or disposition is made in connection compliance with Section 8.1 hereof (and the Agent may rely conclusively on any sale permitted hereunder such certificate, without further inquiry) or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) in connection with any foreclosure sale or other disposition unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder. Upon request by the Collateral Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to Section 9.13(b)the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, the Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and Lenders herein or pursuant hereto upon the applicable CollateralCollateral that was sold or transferred; provided that -------- (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party of its Subsidiaries in respect of) all interests retained by the Borrower or any other Loan Partyof its Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.13 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Lenders and that the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Agent Lenders, except for its gross negligence or in accordance with the Collateral Agent’s instructionswillful misconduct.

Collateral Matters. (a) Each Lender hereby irrevocably Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lenderthe Banks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Majority Banks in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders Majority Banks of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lendersthe Banks. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of Lendersthe Banks, without the necessity of any notice to or further consent from any Lender Bank, from time to time prior to, 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 Liens security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) Each Lender The Banks hereby irrevocably authorizes authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon termination of the Aggregate Commitments and payment in full in cash and satisfaction of all of the Obligations (other than contingent indemnification obligationsthose expressly stated to survive termination of this Agreement, the repayment of the Loans and the termination of the Commitments) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby (including any required Cash Collateralization), (ii) that is constituting property being sold or disposed of upon receipt of the proceeds of such sale required (if applicable) to be sold as part of delivered to the Administrative Agent if the Company certifies to the Administrative Agent that the sale or disposition is made in connection compliance with Section 8.02 (and the Administrative Agent may rely conclusively on any sale permitted hereunder or under any other Loan Documentsuch certificate, without further inquiry), (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersMajority Banks, unless such release is required to be approved by all of the Banks hereunder or (iv) constituting Cash, Cash Equivalents or Qualifying Investments used for the purposes set forth in connection with any foreclosure sale Sections 8.01(g), (m), (o) or other disposition (u); provided, that at the time of Collateral after the occurrence of an such release no Default or Event of Default105 Default shall have occurred and be continuing; and and provided, further, that, with respect to clause (iiiv), at the time of such release or grant of Lien under Section 8.01(g), (m), (o) to subordinate any Lien on any property granted to or held by (u), and after giving effect thereto, the Collateral Agent under any Loan Document to Effective Amount of all Loans then outstanding plus the holder Effective Amount of any Lien on such property that is permitted by this Agreement or any other Loan Documentall L/C Obligations plus the Effective Amount of all Outstanding Eligible ▇▇▇▇ does not exceed the Borrowing Base set forth in the most recent Borrowing Base Certificate delivered in accordance with Section 7.02(e). Upon request by the Collateral Administrative Agent at any time, each Lender the Banks will confirm in writing the Administrative Agent's and the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1310.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to Section 9.13(b)the terms of this Agreement, or consented to in writing by the Majority Banks or all of the Banks, as applicable and upon at least five (5) Business Days prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender, the Banks to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Administrative Agent and Lenders the Banks herein or pursuant hereto to this Agreement upon the applicable CollateralCollateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower Company or any other Loan Party of its Restricted Subsidiaries in respect of) all interests retained by the Borrower Company or any other Loan Partyof its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateralcollateral, or any foreclosure with respect to any of the Collateralcollateral, the Administrative Agent and the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to any Lender the Banks or to any other Person to assure that the Collateral exists or is owned by Borrower the Company or any other Loan Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto to this Agreement have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 9.13 10.10 or to the Collateral Agent in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent's and the Collateral Agent’s 's own interest in the Collateral as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Banks and that the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify Administrative Agent and the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall deliver such Collateral have no duty or liability whatsoever to the Collateral Banks, except for their gross negligence or willful misconduct; provided that the Administrative Agent has prepared for filing in the appropriate jurisdictions, financing statements, financing statements in lieu of continuation statements or amendments thereto, as appropriate in accordance with the Collateral reasonable discretion of the Administrative Agent’s instructions., and has arranged for appropriate recordation thereof in each such jurisdiction. 106