Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 SECTION 7.4 ----------- of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no Borrower does not own any interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 16.12; provided, however, that (1) Agent ------------- -------- ------- shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, (i) to release any Lien on Agent’s Liens upon any Collateral (iA) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (iiwhether or not any of such obligations are due) and all other Obligations (excluding Obligations relating to Bank Products); (B) constituting property being sold or disposed of, or property that is the subject of a Real Estate Financing Transaction or an Equipment Financing Transaction, if a release is required or desirable in connection therewith and if the applicable Borrower certifies to the Agent that the sale sale, Disposition, Real Estate Financing Transaction or disposition Equipment Financing Transaction is permitted under made in compliance with Section 6.4 of this Agreement 7.15(c)(vii), 7.15(c)(viii) or 7.17, as the other Loan Documents case may be (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iiiC) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Loan Party owned no any interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (ivD) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; and (ii) to release any Guarantor or Limited Guarantor from the Subsidiary Guaranty and any Collateral Document to which it is a party upon the sale or other disposition of all the Equity Interests in such Guarantor or Limited Guarantor to any Person (other than an Affiliate of the Borrower) permitted by this Agreement or to which the Majority Lenders have otherwise consented, for which a Loan Party desires to obtain a release of such Guarantor from the Administrative Agent. Except as provided above, the Agent will not execute and deliver a release any of the Agent’s Liens or any Lien on any Collateral Guarantees without the prior written authorization of (y) if the Lenders; provided that the Agent may, in its discretion, release is the Agent’s Liens on Collateral valued in the aggregate not in excess of all or substantially all $5,000,000 during each Fiscal Year without the prior written authorization of the CollateralLenders and, all of the Lenders, or (z) otherwiseother than as provided under Section 11.1(a)(vii), the Required Agent may release any Guarantors and the Agent’s Liens on any Collateral with the prior written authorization of Majority Lenders. Upon request by the Agent or Borrower LS&Co at any time, the Lenders will confirm in writing the Agent's ’s authority to release any such Agent’s Liens on or Guarantees upon particular types or items of Collateral pursuant to this Section 15.1212.11. (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, or Guarantees, as the case may be, and upon at least five (5) Business Days prior written request by LS&Co, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral, or Guarantees, as the case may be; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's ’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens or Guarantees without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Loan Parties in respect of) all interests retained by Borrowerany Loan Party, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower the Borrowers or is cared for, protected, protected or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Collateral Agent, at its option and in its sole discretion, to release or terminate any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release or termination is required or desirable in connection therewith and if Administrative Borrower certifies to Collateral Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, no Borrower Party or Borrower's any of its Subsidiaries owned no any interest at the time the Collateral Agent's ’s Lien was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, a Borrower Party or Borrower's any of its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Collateral Agent will not execute and deliver a release or termination of any Lien on any Collateral without the prior written authorization of (y) if the release or termination is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Collateral Agent or Administrative Borrower at any time, the Lenders will confirm in writing Collateral Agent's ’s authority to release or terminate any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Collateral Agent shall not be required to execute any document necessary to evidence such release or termination on terms that, in Collateral Agent's ’s opinion, would expose Collateral Agent to liability or create any obligation or entail any consequence other than the release or termination of such Lien without recourse, representation, or warranty, and (2) such release or termination shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being releasedreleased or terminated) upon (or obligations of Borrower Parties in respect of) all interests retained by BorrowerBorrower Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) No Agent shall have no any obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Parties or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to any Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, each Agent may act in any manner it may deem appropriate, in its sole discretion given such Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent Agents shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Obligations owed to the Lenders (other than Hedging Obligations and those contingent Obligations for reimbursement and indemnity that expressly survive the termination of this Agreement); (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Borrowers owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Borrowers under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above; (v) constituting Equipment which, Agent will not execute and deliver in the aggregate with all other dispositions of Equipment covered by this clause (v), has a release fair market value or book value, whichever is less, of five million Dollars ($5,000,000) or less in any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, single fiscal year; or (zvi) otherwise, any other release consented by the Required Lenders. Upon request by the Collateral Agent or Borrower the Borrowers at any time, the Administrative Agent and the Lenders will confirm in writing the Collateral Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 13.11; provided, however, that (1A) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent's ’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Borrowers in respect of) all interests retained by Borrowerthe Borrowers in any asset(s) transferred, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Neither the Administrative Agent not the Collateral Agent shall have no any obligation whatsoever to any of the other Lenders to assure that the Collateral exists or is owned by Borrower the applicable Credit Party or is cared for, protected, or insured or has been encumbered, or that all or any portion of the Agent's Liens securing the Obligations have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, the Administrative Agent and the Collateral Agent each may act in any manner it may deem appropriate, in its sole discretion given Agent's its own interest in the Collateral in its capacity as one of the Lenders and that neither the Administrative Agent nor the Collateral Agent shall have no any other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all ObligationsObligations (other than contingent indemnification obligations for which neither the Agent nor the Lender have yet made a claim), (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Borrower owned no any interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Borrower or Borrower's its Subsidiaries owned no interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (yx) if the release is of all or substantially all of the Collateral, all of the Lenders, (y) if the Collateral consists of all or substantially all of the Borrowing Base Collateral, the Required Revolving Lenders and the Required Lenders, or (z) otherwiseif the release is of all or substantially all of the Collateral (other than Borrowing Base Collateral), the Required Term Loan Lenders and the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral or any other collateral securing the (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's no Borrower and its Subsidiaries owned no any interest at the time the Agent's Lien was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's a Borrower and its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral or any other collateral securing the Obligations without the prior written authorization of (y) if the release is of all or substantially all any substantial portion of the CollateralCollateral or any other collateral securing the Obligations, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral or any other collateral securing the Obligations pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the CollateralCollateral or any other collateral securing the Obligations. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral or any other collateral securing the Obligations exists or is owned by Borrower Borrowers or Guarantors or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the CollateralCollateral or any other collateral securing the Obligations, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral or any other collateral securing the Obligations in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein. (c) Notwithstanding any provision in the Loan Documents to the contrary, the Lenders hereby irrevocably authorize Agent, and Agent hereby agrees that it shall, upon the written request of Administrative Borrower, execute, have acknowledged as appropriate, and deliver to Administrative Borrower such release documents as are reasonably necessary or appropriate under the circumstances to effect the release of any Collateral to the extent the sale of such Collateral is permitted under this Agreement. Agent shall deliver any such release documents to Administrative Borrower (or, if applicable, any closing attorney) to hold in escrow pending the closing of the related transaction. In the event the closing of such transaction does not occur, Administrative Borrower shall promptly return to Agent the release documents executed and delivered by Agent.

Collateral Matters. As part of and in connection with the appointment of the Agent contained herein, each Lender hereby irrevocably appoints the Agent and any member of the Agent Group, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Lender and in the name of such Lender or in its own name, for the purpose of carrying out the terms of this Agreement, to take, upon the occurrence and during the continuance of any Event of Default, any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, each Lender hereby gives the Agent the power and right, on behalf of such Lender, without notice to or assent by such Lender, to do any or all of the following: (a) The Lenders hereby irrevocably authorize with respect to Receivables, (i) demand payment of the Receivables; (ii) enforce payments of the Receivables by legal proceedings or otherwise; (iii) exercise all of its rights and remedies with respect to proceedings brought to collect the Receivables; (iv) sell or assign the Receivables upon such terms, for such amount and at such times as the Agent deems advisable; (v) settle, adjust, compromise, extend or renew any of the Receivables; (vi) discharge and release any of the Receivables; (vii) prepare, file and sign such Lender’s name on any proof of claim in bankruptcy or other similar document against any obligor of any of the Receivables; (viii) notify the post office authorities to change the address for delivery of such Lender’s mail to an address designated by the Agent, at its option and open and dispose of all mail addressed to such Lender; (ix) endorse such Lender’s name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to any Receivables or any goods pertaining thereto; and (x) endorse such Lender’s name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to any Receivables or any goods pertaining thereto; (b) in its sole discretionthe case of any intellectual property Collateral, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Lenders’ security interest in such intellectual property Collateral and the goodwill and general intangibles of such Lender relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (d) with respect to the release of Collateral, release any Lien on granted to or held by the Agent upon any Collateral property covered by this Agreement or the other Documents (i) upon the termination or expiration of the Commitments and Revolving Commitment or Acquisition Commitment, the payment and satisfaction in full by Borrower of all Obligations, Lender Debt; or (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that compliance with the sale or disposition is permitted under Section 6.4 provisions of this Agreement or the other Loan Documents (and the Agent may rely in good faith conclusively on any such certificatecertificate stating that the property is being sold or disposed of in compliance with the provisions of the Documents, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1x) the Agent shall not be required to execute any document necessary to evidence such release on terms thatwhich, in the Agent's ’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2y) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any saleretained, all of which shall continue to constitute part of the Collateral.property covered by the Documents; (bi) Agent shall have no obligation whatsoever to direct any party liable for any payment under any of the Lenders Collateral to assure that make payment of any and all moneys due or to become due thereunder directly to the Collateral exists Agent or is owned by Borrower as the Agent shall direct; (ii) ask or is cared demand for, protectedcollect, or insured or has been encumberedand receive payment of and give receipt for, or that the Agent's Liens have been properly or sufficiently or lawfully createdany and all moneys, perfected, protected, or enforced or are entitled to any particular priority, claims and other amounts due or to exercise become due at all any time in respect of or arising out of any Collateral; (iii) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, connection with any of the rightsCollateral; (iv) commence and prosecute any suits, authorities actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and powers granted or available to Agent pursuant to enforce any of the Loan Documents, it being understood and agreed that other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Lender with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate; (vii) notify, or require any Lender to notify, Customers to make payment directly to the Agent and change the post office box number or other address to which the Customers make payments; (viii) assign any intellectual property Collateral (along with the goodwill of the business to which any such intellectual property Collateral pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion given Agent's own interest in determine; and (ix) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral in its capacity as one fully and completely as though the Agent were the absolute owner thereof for all purposes, and do, at the Agent’s option and such Lender’s expense, at any time, or from time to time, all acts and things that the Agent deems necessary to protect, preserve or realize upon the Collateral and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Lender might do; and (f) Each Lender hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest. Each Lender further agrees that the disposition of proceeds of the Collateral by the Agent for the benefit of the Lenders and that Agent shall have no other duty or liability whatsoever be further subject to any Lender as to any the provisions of the foregoing, except as otherwise provided hereinIntercreditor Agreement.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) that Agent and the Lenders have agreed to release pursuant to the provisions of this Agreement or any definition contained herein, (iv) constituting property in which Parent, Borrower, no Borrower or Borrower's its Subsidiaries owned no any interest at the time the Agent's Lien was granted nor at any time thereafter, or (ivv) constituting property leased to Parent, Borrower, a Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on Agent's Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower certifies to the Agent that the sale or disposition is permitted under made in compliance with Section 6.4 of this Agreement or the other Loan Documents 7.9 (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided aboveAny other sale, Agent will not execute and deliver a release lease, sale/leaseback, or mortgaging of any Lien on collateral shall be solely subject to the Agent's consent. (b) Upon receipt by the Agent of any Collateral without authorization required pursuant to Section 12.11(a) from the prior written authorization of (y) if the release is of all or substantially all Lenders of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to this Section 15.12evidence the release of the Agent's Liens upon such Collateral; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Loan Parties of all Obligations (other than Continuing Bank Product Obligations), (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, no Borrower or Borrower's its Subsidiaries owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, a Loan Party or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Loan Parties in respect of) all interests retained by BorrowerLoan Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Parent or Borrower's its Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Parent or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement, or (v) constituting property with a fair market value of less than $1,000,000 in the aggregate during any fiscal year. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agentparties hereto agree, at its option and in its sole discretionthe DIP Orders shall provide, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such ’s Liens on particular types or items of the Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part be valid, enforceable and perfected without the need for the Agent or any Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, collateral access agreements, notices of Lien or similar instruments or to otherwise perfect the CollateralAgent’s Liens under applicable non-bankruptcy law. (b) Agent Notwithstanding anything to the contrary herein, except as set forth in the DIP Orders, in no event shall have no obligation whatsoever to any the Collateral of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to Debtors include any particular priority, or to exercise at all or in Excluded Property and/or any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent other property specifically excluded pursuant to any the DIP Orders. (c) Each of the Loan DocumentsParties agrees that to the extent that its Obligations have not been paid in full, it being understood (i) its obligations shall not be discharged by any order confirming a Plan of Reorganization (and agreed that in respect each of the CollateralLoan Parties, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) DIP Superpriority Claims (as defined in the DIP Order) granted to the Secured Parties pursuant to the DIP Orders and the Liens granted to the Secured Parties pursuant to the DIP Orders shall not be affected in any manner by any order confirming a Plan of Reorganization; provided that such Obligations shall be discharged either (i) upon such payment in full, or (ii) upon such Obligations being treated in accordance with an Acceptable Plan of Reorganization and such treatment will provide for the discharge of the Obligations arising hereunder if so provided by such Acceptable Plan of Reorganization. (d) Each Loan Party that is a Debtor hereby confirms and acknowledges that, pursuant to the Interim DIP Order (and, when entered, the Final DIP Order), the Liens in favor of the Agent on behalf of and for the benefit of the Secured Parties in all of the Collateral (as defined in the Interim DIP Order, but in any actcase, omissionexcluding any Excluded Property and Avoidance Actions (but including, or event related theretoin the case of any Avoidance Actions, subject to the terms entry of the Final DIP Order, the proceeds thereof)), which includes, without limitation, all of such Debtor’s Real Property (excluding any Real Property that is Excluded Property), now existing or hereafter acquired, shall be created and conditions contained herein, Agent may act perfected without the recordation or filing in any manner it may deem appropriateland records or filing offices of any mortgage, in its sole discretion given Agent's own interest in assignment or similar instrument. (e) Each Loan Party that is a Debtor further agrees that upon the Collateral in its capacity as one request of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any (acting at the direction of the foregoingRequired Lenders), except such Loan Party shall execute and deliver to the Agent, as otherwise provided hereinsoon as reasonably practicable following such request but in any event within 45 days following such request (or such later date as may be extended by the Required Lenders), with respect to Real Property owned or leased by such Loan Party (in any case, excluding any Real Property that is Excluded Property) and identified by the Agent, the applicable Loan Party shall deliver Real Property Deliverables.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretionreasonable business judgment, to release any Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Loans and all other Obligations and which the Collateral Agent has been notified in writing are then due and payable; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the applicable Borrower certifies to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents made in compliance with SECTION 6.03 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), ; or (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the applicable Borrower under a lease that which has expired or is been terminated in a transaction permitted under this AgreementAgreement or which will expire imminently and which has not been, and is not intended by such Borrower to be, renewed or extended and with respect to which such Borrower has not exercised any purchase option. Except as provided above, the Collateral Agent will not execute and deliver a release any of any Lien on any Collateral the Liens without the prior written authorization of (y) if the Requisite Lenders; PROVIDED that the Collateral Agent may not release is the Liens on Collateral valued in the aggregate in excess of $500,000 without the prior written authorization of the Requisite Lenders and may not release all or substantially all of the Collateral, all Collateral without the consent of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Collateral Agent or Borrower the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent's authority to release any such Liens on upon particular types or items of Collateral pursuant to this Section 15.12SECTION 10.08(a). (b) Upon receipt by the Collateral Agent of any authorization required pursuant to SECTION 10.08(a) from the Requisite Lenders or Lenders, as applicable, of the Collateral Agent's authority to release any Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the applicable Borrower, and provided that no Event of Default has occurred and is then continuing, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (1i) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the applicable Borrower in respect of) all interests retained by the applicable Borrower, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Borrower or is cared for, protected, protected or insured or has been encumbered, or, other than a duty to act without recklessness, willful misconduct or gross (but not mere) negligence, that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent the pursuant to this SECTION 10.08 or pursuant to any of the 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 terms and conditions contained herein, Collateral Agent may act in any manner it may deem appropriate, in its sole discretion reasonable business judgment, given the Collateral Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Each Lender and each L/C Issuer hereby irrevocably authorizes and directs each Agent to enter into the Collateral Documents for the benefit of such Lender and such L/C Issuer. Each U.S. Lender and U.S. L/C Issuer hereby irrevocably authorizes U.S. Agent to enter into the Collateral Agency and Intercreditor Agreement for the benefit of such U.S. Lender and U.S. L/C Issuer. Each Lender and each 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 Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and L/C Issuers. Agents are hereby authorized (but not obligated) on behalf of all of Lenders and L/C Issuers, without the necessity of any notice to or further consent from any Lender or any 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 Collateral Documents. (b) Each U.S. Lender and U.S. L/C issuer hereby irrevocably authorize U.S. Agent, at its option and in its sole discretion, , (i) to authorize Collateral Agent to release any Lien on any property granted to or held by Collateral Agent under any U.S. Security Document (iA) upon the termination of the Aggregate U.S. Commitments and payment and satisfaction in full by Borrower of all ObligationsU.S. Obligations (other than contingent indemnification obligations) and the expiration or termination of all U.S. Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by U.S. Supermajority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to authorize Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively to subordinate any Lien on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, granted to or Borrower's Subsidiaries owned no interest at held by Collateral Agent under any U.S. Security Document to the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release holder of any Lien on such property that is permitted by this Agreement or any Collateral without other Loan Document; (iii) to release any Lien on any property granted to or held by U.S. Agent under any U.K. Security Document (A) upon termination of the prior written authorization of (y) if the release is Aggregate U.S. Revolving B Credit Commitments and payment in full of all U.S. Obligations (other than contingent indemnification obligations) of U.K. Borrower and the U.K. Subsidiary Guarantors, (B) that is sold or substantially all to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by U.S. Supermajority Lenders, (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default or (E) upon request of the Collateral, all U.K. Borrower so long as (1) no Default or Event of Default exists and (2) the U.K. Borrower prepays the Total U.K. Borrower Outstandings to the extent necessary to be in compliance with Section 2.05(b) (after taking into account any reduction of the Lenders, U.S. Borrowing Base resulting from such release); and (iv) to subordinate any Lien on any property granted to or (z) otherwise, held by U.S. Agent under any U.K. Security Document to the Required Lendersholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by U.S. Agent or Borrower at any time, the Lenders each U.S. Lender and U.S. L/C Issuer will confirm in writing U.S. Agent's ’s authority to, and to so authorize Collateral Agent to, release any such Liens on or subordinate its interest in particular types or items of Collateral pursuant to this Section 15.129.11(b). (c) Each Canadian Lender and Canadian L/C issuer hereby irrevocably authorize Canadian Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Canadian Agent under any Loan Document (A) upon termination of the Aggregate Canadian Commitments and payment in full of all Canadian Obligations (other than contingent indemnification obligations) and the expiration or termination of all Canadian Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by Canadian Supermajority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; providedand (ii) to subordinate any Lien on any property granted to or held by Canadian 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 Canadian Agent at any time, howevereach Canadian Lender and Canadian L/C Issuer will confirm in writing Canadian Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11(c). (d) Subject to clauses (b) and (c) above, each Agent shall (and is hereby irrevocably authorized by each Lender and each L/C Issuer), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to such Agent for the benefit of such Agent and the applicable Lenders and the applicable L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (1i) such Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in such Agent's ’s opinion, would expose such Agent to liability or create any obligation liability or entail any consequence other than the release or subordination of such Lien Liens without recourse, representation, recourse or warranty, warranty and (2ii) 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 Borrower Borrowers or any other Loan Party in respect of) all interests retained by Borrowera Borrower or any other Loan Party, including, including the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the applicable Agent shall be authorized to deduct all expenses reasonably incurred by the applicable Agent from the proceeds of any such sale, transfer or foreclosure. (be) Agent Agents shall have no obligation whatsoever to any of the Lenders Lender, any L/C Issuer or 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, protected or insured or has been encumbered, or that the Agent's Liens granted to Agents 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 to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to Agent pursuant to Agents in this Section 9.11 or in any of the Loan Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, each Agent may act in any manner it may deem appropriate, in its sole discretion discretion, given such Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that such Agent shall have no other duty or liability whatsoever to Lenders or L/C Issuer. (f) Each Lender and each L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and L/C Issuers’ security interest in assets which, in accordance with the applicable PPSA, the CC, Article 9 of the UCC or other applicable Law can be perfected only by possession. Should any Lender or either L/C Issuer (other than an Agent) obtain possession of any such Collateral, such Lender or L/C Issuer shall notify Agents thereof, and, promptly upon Agents’ request therefor shall deliver such Collateral to Agents or in accordance with Agents’ instructions. (g) U.S. Agent hereby agrees that at such time as Required U.S. Lenders have received evidence reasonably satisfactory to them that U.S. Borrower’s unsecured debt obligations are Investment Grade and this Agreement is then in effect U.S. Agent will on behalf of U.S. Lenders deliver to Collateral Agent a notice stating that U.S. Borrower’s unsecured debt obligations are Investment Grade. U.S. Lenders hereby consent and agree to the giving of such notice by U.S. Agent and agree to execute and deliver any of the foregoing, except documentation related thereto as otherwise provided herein.may

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property (other than Inventory) being sold or disposed of or used as collateral in connection with a borrowing if a release is required or desirable in connection therewith and if Borrower certifies to the Agent that the sale sale, disposition or disposition borrowing is permitted under Section 6.4 of this Agreement made in compliance with SECTION 9.9, 9.13 or the other Loan Documents 9.20, as appropriate (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries a Loan Party owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; PROVIDED that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate not in excess of all or substantially all $10,000,000 without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or Borrower the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.12SECTION 14.12. (b) Upon receipt by the Agent of any authorization required pursuant to SECTION 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Loan Parties in respect of) all interests retained by Borrowerany Loan Party, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the 99 108 Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's ’s Subsidiaries owned no interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's ’s Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to the Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents made in compliance with SECTION 9.9 (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Borrower owned no an interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; PROVIDED that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate not in excess of all or substantially all $500,000 during any one year period without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or Borrower the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.12SECTION 14.11. (b) Upon receipt by the Agent of any authorization required pursuant to SECTION 14.11(A) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the applicable Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Borrowers in respect of) all interests retained by Borrowerthe Borrowers, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower the Borrowers or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Administrative Agent, at its option and in its sole discretion, to (i) release any Lien on granted to or held by Administrative Agent under any Collateral Security Document (iA) upon the termination of the Commitments Delayed Draw Commitment and payment and satisfaction in full by Borrower of all ObligationsObligations or (B) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents), (ii) release or subordinate any Lien granted to or held by Administrative Agent under any Security Document constituting property described in Section 5.2(d) (it being sold or disposed of if a release is required or desirable in connection therewith understood and if Borrower certifies to Agent agreed that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Administrative Agent may conclusively rely conclusively on any such certificate, without further inquiryinquiry on a certificate of a Responsible Officer as to the identification of any property described in Section 5.2(d)), and (iii) constituting property release any Guarantor from the Guaranty shall be terminated (and release any Lenders Lien granted to or held by Administrative Agent on the assets of such Guarantor and the Equity Interestsequity interests in which Parentsuch Guarantor shall be terminated) as to any Guarantor) at such time as such Guarantor shall have been designated an Unrestricted Subsidiary pursuant to the Financing Documents or such Guarantor shallceases to be sold, Borrowermerged, consolidated, dissolved or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under liquidated in accordance witha Subsidiary as a lease that has expired or is terminated in result of a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Administrative Agent or Borrower at any time, the Lenders will confirm in writing Administrative Agent's ’s authority to release any such Liens on and/or subordinate particular types or items of Collateral pursuant to this Section 15.1210.9. Each Lender acknowledges that it has received a copy of the Intercreditor Agreements, authorizes the Administrative Agent to enter into the same, and agrees to be bound by its terms. (b) The Administrative Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the security interest, mortgage or liens granted to Administrative Agent upon any Collateral to the extent set forth above; provided, however, that (1i) Administrative Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in Administrative Agent's ’s opinion, would expose Administrative Agent to liability or create any obligation obligations or entail any consequence other than the release of such Lien security interest, mortgage or liens without recourse, representation, recourse or warranty, warranty and (2ii) other than in connection with the payment in full of all Obligations (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted) and termination of this Agreement, such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) security interest in, or mortgage or lien upon (or obligations of Borrower a Credit Party in respect of) all interests the Collateral retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the CollateralCredit Party. (bc) The Administrative Agent shall have no obligation whatsoever to any of the Lenders Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by Borrower any Credit Party or is cared for, protected, protected or insured or has been encumbered, or that any particular items of Collateral meet the Agent's Liens eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any of the Financing Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent pursuant to in this Agreement or in any of the Loan other Financing Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the other terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided hereinother Lender.

Collateral Matters. (a) The Lenders hereby Agent is authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time to take any action with respect to any Collateral, Parent Collateral or the Collateral Documents or Parent Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral and the Parent Collateral. (b) The Banks irrevocably authorize the Agent, at its option and in its sole discretion, to release any Guaranty and to release any Lien on granted to or held by the Agent upon any Collateral or Parent Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Loans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting property being Property sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if Borrower certifies to Agent that the sale or with any disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), hereunder; (iii) constituting property Property in which Parent, Borrowerthe Loan Parties or any Subsidiary of Loan Parties, or Borrower's Subsidiaries Guarantor, as applicable, owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property Property leased to Parent, Borrower, the Loan Parties or Borrower's Subsidiaries any Subsidiary of the Loan Parties or any Guarantor under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except Agreement or is about to expire and which has not been, and is not intended by the Loan Parties or such Subsidiary or Guarantor to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Majority Banks or all the Banks, as the case may be, as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lendersin Section 10.01(f). Upon request by the Agent or Borrower at any time, the Lenders Banks will confirm in writing the Agent's authority to release any such Liens on particular types or items of Collateral or Parent Collateral pursuant to this Section 15.12; provided, however, that 9.10(b). (1c) Agent Each Bank agrees with and in favor of each other (which agreement shall not be required for the benefit of the Loan Parties or any of their respective Subsidiaries) that the Loan Parties' obligation to execute such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any document necessary to evidence real property collateral now or hereafter acquired by such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence Bank other than the release real property described in the Deed of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations Trust or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent Mortgage entered into pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release (or subordinate) any Lien on Liens upon any Collateral or any Guaranty of the Obligations, (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Termination Date; (ii) constituting property being sold or disposed of if a release is required (including property owned by any Subsidiary being sold or desirable in connection therewith disposed of) and any Guaranty of an entity being sold or disposed of if Borrower Representative certifies to Agent that the sale or disposition Disposition is permitted under Section 6.4 of made in compliance with this Agreement or and the other Loan Documents (or otherwise is not prohibited) (and Agent may rely conclusively on any such certificate, without further inquiry) or such sale or Disposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Credit Parties owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Credit Parties under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower Representative at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on Lien upon particular types or items of Collateral pursuant to this Section 15.1210.11. In addition, the Lenders hereby authorize Agent, at its option and its discretion, to subordinate or release any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to Section 7.7(g). (b) Upon receipt by Agent of any authorization required pursuant to Section 10.11(a) from Lenders of Agent’s authority to release (or subordinate) any Liens upon particular types or items of Collateral, and upon at least five (5) Business Days’ prior written request by Borrower Representative, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of its Liens upon such Collateral; provided, however, that (1i) Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Credit Parties in respect of) all interests retained by BorrowerCredit Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. Each of the Lenders (including in its capacity as a potential Hedge Bank), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative Agent and/or the Security Trustee, as applicable: (a) The to enter into and sign for and on behalf of the Lenders hereby irrevocably authorize Agentas Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties; (b) to agree, at its option and in its sole discretionon behalf of the Lenders, to release any Lien on any Collateral property granted under any Loan Document (i) upon the termination of the Aggregate Commitments and payment and satisfaction in full by Borrower of all ObligationsObligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities which are accrued and payable under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) and the expiration or termination of all Letters of Credit and Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and/or the Security Trustee or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and/or the Security Trustee and the relevant L/C Issuer or Alternative L/C Issuer, as applicable, shall have been made), (ii) constituting at the time the property being sold subject to such Lien is disposed or to be disposed as part of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale with any Asset Disposition permitted hereunder or disposition is permitted under Section 6.4 of this Agreement or the any other Loan Documents Document (other than a lease and Agent may rely conclusively on any such certificate, without further inquiryother than to a Person that is a Loan Party), (iii) constituting property subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in which Parentwriting by the Required Lenders, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting if the property leased subject to Parent, such Lien is owned by a Guarantor or Additional Borrower, upon resignation of such Additional Borrower or Borrower's Subsidiaries Additional Guarantor pursuant to Section 10.22, or release of such Guarantor from its obligations under a lease that has expired its Guaranty pursuant to Section 11.09, (v) if such property becomes an Excluded Asset, (vi) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms thereof, (vii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement, (viii) in connection with any merger or is terminated in a other transaction permitted by and in compliance with Section 5.01 of Annex II, (ix) as a result of, and in connection with, any Solvent Liquidation or (x) if the property subject to such Lien is a Subordinated Shareholder Loan that is the subject of a Pledge Agreement pursuant to Section 6.18; provided that, in the case of this clause (ix), such Indebtedness shall, upon such release, not constitute a Subordinated Shareholder Loan for purposes of this Agreement until such time as each creditor in respect of any such Indebtedness enter into a Pledge Agreement pursuant to Section 6.18; and (c) to agree, on behalf of the Lenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or the Security Trustee under this Agreement. Except as provided above, Agent will not execute and deliver a release any Loan Document to the holder of any Lien on any Collateral without such property that is permitted by Section 4.12 of Annex II to the prior written authorization of (y) if extent required by the release is of all or substantially all of the Collateral, all of the Lendersholder of, or (z) otherwisepursuant to the terms of any agreement governing, the Required Lendersobligations secured by such Liens. Upon request by the Administrative Agent or Borrower and/or the Security Trustee at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s and/or the Security Trustee’s authority to agree to release any such Liens on or subordinate its interest in particular types or items of Collateral property pursuant to this Section 15.12; provided9.10. In each case as specified in this Section 9.10, howeverthe Administrative Agent and/or the Security Trustee will (and each Lender irrevocably authorizes the Administrative Agent and/or the Security Trustee, that (1) Agent shall not be required as applicable, to), at the Borrowers’ expense, execute and deliver to execute any document necessary the applicable Loan Party such documents as such Loan Party may reasonably request to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, item of Collateral from the assignment and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that security interest granted under the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, Documents or to exercise at all or subordinate its interest in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of such item in accordance with the rights, authorities and powers granted or available to Agent pursuant to any terms of the Loan Documents, it being understood Documents and agreed that in respect this Section 9.10. In relation to any provision of this Agreement which requires the a Grantor or any member of the Collateral, Restricted Group to deliver a Collateral Document for the purposes of granting any Guaranty or any act, omission, or event related thereto, subject to Collateral for the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one benefit of the Lenders and that Agent Finance Parties, the Security Trustee and/or the Administrative Agent, as applicable, shall have no other duty execute, as soon as reasonably practicable, any such guarantee or liability whatsoever Collateral Document in agreed form which is presented to any Lender as to any of the foregoing, except as otherwise provided hereinit for execution.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations and by the Obligors of all Term Loan A Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 SECTION 7 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Borrower owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 17.11; providedPROVIDED, howeverHOWEVER, that (1i) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2ii) such release shall not in any manner discharge, affect, or impair the Obligations or Term Loan A Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Covenant Parties in respect of) all interests retained by Borrowerthe Covenant Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon i)upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting ii)constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Borrower owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this AgreementAgreement or (v) consisting of the Cliffstar Note, upon satisfaction of all terms and conditions for release of the Cliffstar Note contained in this Agreement and the other Loan Documents. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all any substantial portion of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower certifies to the Agent that the sale or disposition is permitted under made in compliance with Section 6.4 of this Agreement or the other Loan Documents 10.7 (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; provided that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate not in excess of all or substantially all $500,000 in any one-year period without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.1216.12. (b) If authorized, and upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on Agent’s Liens upon any Collateral (i) upon the termination of the Revolving Credit Commitments and payment and satisfaction in full by Borrower the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies the Borrowers certify to the Agent that the sale or disposition is permitted under made in compliance with Section 6.4 of this Agreement 7.9, or the other Loan Documents Section 7.19 (and the Agent may rely conclusively on any such certificate, without further inquiry), ) and the proceeds are applied to the Obligations to the extent required by this Agreement; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries a Loan Party owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; (v) constituting property subject to a Capital Lease or purchase money Debt permitted by this Agreement if required by the lender or lessor; (vi) constituting property owned by an FRC Borrower that is released in compliance with the provisions of Section 3.11; or (vii) any real property constituting Replaced Property (as such term is defined in Section 2.8); provided that the conditions to release set forth in such Section 2.8 have been satisfied. In addition (a) any Guaranty may be released if the Guarantor is sold in a transaction permitted under this Agreement, (b) Liens on Collateral (other than Term Loan Collateral) may be released with the consent of the Revolving Credit Lenders and the Majority Term Lenders and (c) Liens on the Term Loan Collateral may be released with the consent of only the Term Lenders. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral (yother than Term Loan Collateral) if valued in the release is aggregate not in excess of all or substantially all $3,000,000 during each Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent’s Liens on Collateral (other than Term Loan Collateral, all ) valued in the aggregate not in excess of $5,000,000 during each Fiscal Year with the Lenders, or (z) otherwise, the Required prior written authorization of Majority Lenders. Upon request by the Agent or Borrower the Borrowers at any time, the Lenders will confirm in writing the Agent's ’s authority to release any such Agent’s Liens on upon particular types or items of Collateral or any Guaranty pursuant to this Section 15.1212.11. (b) Upon receipt by the Agent of an authorization, if any, required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral or any Guaranty, and upon at least 3 Business Days prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral or any Guaranty; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's ’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Loan Parties in respect of) all interests retained by Borrowerthe Loan Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Administrative Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Administrative Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Borrower or Borrower's its Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Administrative Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all any substantial portion of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Administrative Agent or Borrower at any time, the Lenders will confirm in writing Administrative Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent's opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent's own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies the Loan Parties certify to Agent that the sale or disposition is permitted under Section 6.4 SECTION 7.4 of this Agreement or the other Post-Petition Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Loan Parties owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries any of the Loan Parties under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all any substantial portion of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower any of the Loan Parties at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 16.12; providedPROVIDED, howeverHOWEVER, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Loan Parties in respect of) all interests retained by Borrowerany of the Loan Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any of the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Post-Petition Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower an Obligor certifies in writing to Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Collateral Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries an Obligor owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries an Obligor under a lease that has expired or is terminated in a transaction permitted under this Agreement, or (v) which, in the aggregate with all other dispositions of Equipment, has a fair market value or book value, whichever is less, of $500,000 or less. Except as provided aboveabove or expressly provided in any other Loan Document, Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Collateral Agent or Borrower the Obligors at any time, Administrative Agent and the Lenders will confirm in writing Collateral Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1211.11; provided, however, that (1) Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in Collateral Agent's opinion, would expose Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Obligors in respect of) all interests retained by Borrowerthe Obligors, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Collateral Agent shall have no obligation whatsoever to any other member of the Lenders Lender Group to assure that the Collateral exists or is owned by Borrower an Obligor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Collateral Agent pursuant to any of the 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 terms and conditions contained herein, Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given Collateral Agent's own interest in the Collateral in its capacity as one of the Lenders and that Collateral Agent shall have no other duty or liability whatsoever to any other member of the Lender Group as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, or (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies Borrowers certify in writing to Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided aboveabove or expressly provided in any other Loan Document, Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Collateral Agent or Borrower Borrowers at any time, Administrative Agent and the Lenders will confirm in writing Collateral Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1213.09; provided, however, that (1) Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in Collateral Agent's opinion, would expose Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any salesuch sale or disposition, all of which shall continue to constitute part of the Collateral. (b) Collateral Agent shall have no obligation whatsoever to any of the other Lenders to assure that the Collateral exists or is owned by Borrower Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent's Lenders' Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Collateral Agent may act in any manner it may deem appropriate, appropriate in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral, Parent Collateral or the Collateral Documents or Parent Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral and the Parent Collateral. (b) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Guaranty and to release any Lien on granted to or held by the Agent upon any Collateral or Parent Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Loans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting property being Property sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if Borrower certifies to Agent that the sale or with any disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), hereunder; (iii) constituting property Property in which Parent, Borrowerthe Loan Parties or any Subsidiary of Loan Parties, or Borrower's Subsidiaries Guarantor, as applicable, owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property Property leased to Parent, Borrower, the Loan Parties or Borrower's Subsidiaries any Subsidiary of the Loan Parties or any Guarantor under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided aboveAgreement or is about to expire and which has not been, Agent will and is not execute and deliver a release intended by the Loan Parties or such Subsidiary or Guarantor to be, renewed or extended; (v) consisting of any Lien on any Collateral without an instrument evidencing Indebtedness or other debt instrument, if the prior written authorization of indebtedness evidenced thereby has been paid in full; or (yvi) if approved, authorized or ratified in writing by the release is of Majority Lenders or all or substantially all of the Collateral, all of the Lenders, or (z) otherwiseas the case may be, the Required Lendersas provided in Section 10.01(f). Upon request by the Agent or Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Liens on particular types or items of Collateral or Parent Collateral pursuant to this Section 15.12; provided, however, that 9.10(b). (1c) Agent Each Lender agrees with and in favor of each other (which agreement shall not be required for the benefit of the Loan Parties or any of their respective Subsidiaries) that the Loan Parties' obligation to execute such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any document necessary to evidence real property collateral now or hereafter acquired by such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence Lender other than the release real property described in the Deed of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations Trust or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent Mortgage entered into pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders Secured Parties hereby irrevocably authorize Agent(and by entering into a Bank Product Agreement, at its option and in its sole discretion, each Bank Product Provider shall be deemed to authorize) Administrative Agent to (1) release any Lien on any Collateral (i) upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower Borrowers of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies Borrowers certify to Administrative Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, no Loan Party or Borrower's their Restricted Subsidiaries owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased or licensed to Parent, Borrower, a Loan Party or Borrower's its Restricted Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement. Except as , or (v) in connection with a credit bid or purchase authorized under this Section 15.11 and (2) to release any Guarantor from its obligations under the Loan Documents if such Guarantor ceases to be a Restricted Subsidiary of Parent pursuant to a transaction permitted by this Agreement; provided above, Agent will not execute and deliver a that (A) the release of any Lien on any Collateral without the prior written authorization of (y) if the release is of Guarantors comprising all or substantially all of the Collateralcredit support for the Obligations shall be subject to Section 14.1(a); provided, all of the Lendersfurther, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release that any such Liens release shall be (x) to a non-affiliated third party and (y) for a bona fide business purpose and (B) any Guarantor that becomes an Excluded Subsidiary on particular types or items account of Collateral no longer being a Wholly-Owned Subsidiary shall not be released from its Guarantee pursuant to this Section 15.12; provided, however, that 15.11 unless (1x) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, no Event of Default has occurred and is continuing or would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, result therefrom and (2y) such release shall constitute an Investment in a Subsidiary which is not a Guarantor and sufficient Investment capacity exists. The Loan Parties and the Secured Parties hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Administrative Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Administrative Agent in accordance with applicable law in any manner dischargejudicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, affect, or impair (i) the Obligations owed to the Bank Product Providers and the other Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or any Liens (unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Administrative Agent to credit bid or purchase at such sale or other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part disposition of the Collateral.Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Administrative Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that (b) Administrative Agent shall have no obligation whatsoever to any of the Lenders Secured Parties (i) to verify or assure that the Collateral exists or is owned by Borrower a Loan Party or their Restricted Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Lender Secured Party as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretionPermitted Discretion, to release any Lien Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments and Commitments, payment and satisfaction in full by Borrower in cash of all Obligations (other than Unliquidated Secured Obligations), and the cash collateralization of all Unliquidated Secured Obligations in a manner satisfactory to each affected Lender (in its Permitted Discretion), (ii) constituting property Property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower the Loan Party disposing of such Property certifies to the Agent that the sale or disposition is permitted under Section 6.4 made in compliance with the terms of this Agreement or the other Loan Documents (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property Property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor Loan Party has at any time thereafterduring the term of this Agreement owned any interest, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except , (v) owned by or leased to any Loan Party which is subject to a purchase money security interest or which is the subject of a Capitalized Lease, in either case, entered into by such Loan Party pursuant to Section 6.17(c), (vi) as provided aboverequired to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Section 8.1, Agent will not execute and deliver a release (vii) of any Lien on Unrestricted Subsidiary upon the designation of any Collateral without subsidiary as an Unrestricted Subsidiary by the prior written authorization Borrower in accordance with the terms of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, this Agreement or (zviii) otherwise, the Required Lendersconstituting real property in a “special flood hazard area”. Upon request by the Agent or Borrower at any time, the Lenders will promptly confirm in writing the Agent's ’s authority to release any such Liens on upon particular types or items of Collateral pursuant to this Section 15.1210.15. Except as provided in the preceding sentence, the Agent will not release any Liens on any Substantial Portion of the Collateral without the prior written authorization of the Required Lenders. (b) Upon receipt by the Agent of any authorization required pursuant to Section 10.15(a) from the Required Lenders of the Agent’s authority to release any Liens upon particular types or items of Collateral, and upon at least 2 Business Days prior written request by the Loan Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to), as soon thereafter as practicable, execute such documents as may be necessary to evidence the release of its Liens upon such Collateral; providedprovided that, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion’s opinion (in its Permitted Discretion), would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, warranty and (2ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Loan Parties in respect of) all interests retained by Borrowerthe Loan Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens granted to the Agent therein have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents; provided that, it being understood and agreed that in respect no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent. (d) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions. (e) Each Lender hereby agrees as follows: (a) such Lender is deemed to have requested that the Agent furnish such Lender, promptly after it becomes available, a copy of each Report prepared by or on behalf of the Agent; (b) such Lender expressly agrees and acknowledges that neither Chase nor the Agent (i) makes any representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein, or (ii) shall be liable for any information contained in any Report; (c) such Lender expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent, Chase, or any actother party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one well as on representations of the Lenders Loan Parties’ personnel and that Agent shall have Chase undertakes no other duty obligation to update, correct or liability whatsoever supplement the Reports; (d) such Lender agrees to keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party and not to distribute any Report to any Lender as to any of the foregoing, other Person except as otherwise provided hereinpermitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, such Lender agrees (i) that neither Chase nor the Agent shall be liable to such Lender or any other Person receiving a copy of the Report for any inaccuracy or omission contained in or relating to a Report, (ii) to conduct its own due diligence investigation and make credit decisions with respect to the Loan Parties based on such documents as such Lender deems appropriate without any reliance on the Reports or on the Agent or Chase, (iii) to hold the Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Loan Parties, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, any Obligations and (iv) to pay and protect, and indemnify, defend, and hold the Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by the Agent and any such other Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 SECTION 7 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the applicable Company owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Company under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 17.11; providedPROVIDED, howeverHOWEVER, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the applicable Company in respect of) all interests retained by Borrowerthe applicable Company, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower the applicable Company or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of (or being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if a release is required or desirable in connection therewith and if Borrower the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a Permitted Encumbrance permitted under Section 6.4 of this Agreement or the other Loan Documents said clause (l)) (and the Collateral Agent may rely conclusively on any such certificate, certification without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Loan Party owned no any interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not execute and deliver a release any of any Lien on any Collateral its Liens without the prior written authorization of the Lenders (y) if as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release is the Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of all or substantially all $250,000 during each Fiscal Year without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lendersany Lender. Upon request by the Collateral Agent or Borrower the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent's ’s authority to release any such Collateral Agent’s Liens on upon particular types or items of Collateral pursuant to this Section 15.128.10. (b) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party, in each case in a transaction not prohibited by Section 6.03 and so long no Event of Default is then continuing or would result therefrom, the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); provided, however, that (1i) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent's ’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Borrowers in respect of) all interests retained by Borrowerthe Borrowers, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all Letters of Credit and Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the Administrative Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of the Administrative Borrower shall no longer be deemed to be made once such Capital Stock or asset is so conveyed, sold, leased, assigned, transferred or disposed of. Upon any release or termination in connection with the foregoing, the Collateral Agent shall (and is hereby authorized by the Lenders to) execute such documents as may reasonably requested by the Administrative Borrower to evidence the release of the Collateral Agent’s Liens upon such Collateral all without recourse or warranty. Notwithstanding the foregoing or the payment in full of the Obligations, Collateral Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agents may incur as a result of dishonored checks or other items of payment received by Agents from any Borrower or any Account Debtor and applied to the Obligations, Agents shall, at their option, (i) have received a written agreement satisfactory to Agents, executed by Administrative Borrower and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or damage. (bc) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Collateral Agent may act in any manner it may deem appropriate, in its sole discretion discretion, given the Collateral Agent's ’s own interest in the Collateral in and its capacity as one of the Lenders Lenders, and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing. (d) In the event of a foreclosure by any Agent on any of the Collateral pursuant to a public or private sale or any court ordered sale of the Collateral, except such Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and such Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Agent at such sale. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings in connection with such enforcement shall be instituted and maintained exclusively by, the applicable Agent (or its agents or designees) in accordance with the Loan Documents for the benefit of the applicable Secured Parties; provided hereinthat the foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as such Agent) hereunder and under the other Loan Documents, (ii) each of the Issuing Bank and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as such) hereunder and under the other Loan Documents, (iii) any Lender or Participant from exercising setoff rights in accordance with Section 9.09, (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Bankruptcy Code or other debtor relief law or (v) any Lender from exercising any express right or remedy of such Lender under the Loan Documents where an Agent does not have the power and authority under the Loan Documents to act on behalf of such Lender; and provided, further, that if at any time there is no Person acting as the Administrative Agent or the Collateral Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the applicable Agent pursuant to Section 8.10 and (B) in addition to the matters set forth in Section 8.10, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. Prior to the initial commencement of the exercise of the Collateral Agent’s secured creditor remedies as to the Rigs, the Collateral Agent shall endeavor to consult with the Lenders regarding the nature of the secured remedies it proposes to commence, provided that nothing in this sentence shall (i) confer any right or remedy in favor of any Loan Party or (ii) confer any consent or blocking right in respect of the exercise, the manner of exercise or any other aspect related to such remedies.

Collateral Matters. (a) The Agent is authorized (but not required) on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on granted to or held by the Agent upon any Collateral Collateral: (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Loans and all other Obligations then payable under this Agreement and under any other Loan Document; (ii) constituting property being Property sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if Borrower certifies to Agent that the sale or with any disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), hereunder; (iii) constituting property consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the indebtedness evidenced thereby has been paid in which Parentfull; or (iv) if approved, Borrowerauthorized or ratified in writing by the Majority Lenders or all the Lenders, or Borrower's Subsidiaries owned no interest at as the time case may be, as provided in subsection 9.1(f); provided that the Agent may, in its discretion, release the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated Liens on Collateral valued in a transaction permitted under this Agreement. Except as provided above, Agent will the aggregate not execute and deliver a release in excess of any Lien on any Collateral $1,000,000 during each fiscal year without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Majority Lenders. Upon request by the Agent or Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12subsection 8.10(b). The Borrower shall be entitled to rely on any Lien release executed by the Agent. (c) Each Lender agrees with and in favor of each other Lender (which agreement shall not be for the benefit of the Borrower or any 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 Estate and/or other collateral now or hereafter securing any obligations of the Borrower or any of its Subsidiaries to such Lender, whether or not the same constitutes Collateral hereunder. (d) Upon receipt by the Agent of any authorization required pursuant to SECTION 8.10(B) from the Lenders of the Agent's authority to release Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (be) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower any Credit Party of all Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower such Credit Party certifies to the Agent that the sale or disposition is permitted under Section 6.4 7 of this Agreement or the other Loan Documents (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries such Credit Party owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries such Credit Party under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or Borrower any Credit Party 66 73 at any time, the Lenders will confirm in writing the Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.11; provided, however, that (1) the Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower such Credit Party in respect of) all interests retained by Borrowersuch Credit Party, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower such Credit Party or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the 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 terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Loans (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if by the Borrower certifies pursuant to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), 9.9; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; provided that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate not in excess of all or substantially all $500,000 during any one year period without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.1214.12. (b) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; and upon such termination and payment Agent shall deliver to Borrower, at Borrower's sole cost and expense, all UCC termination statements and any other documents necessary to terminate the Loan Documents and release the Liens with respect to the Collateral; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION; provided, however, that (1i) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) ), upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Termination Date; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies Borrowers certify to Agent that the sale or disposition is permitted under made in compliance with Section 6.4 of this Agreement or the other Loan Documents 6.8 (and Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Credit Parties owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Credit Parties under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release any of any Lien on any Collateral its Liens without the prior written authorization of the Lenders; provided that Agent may (so long as (x) no Default or Event of Default has occurred and is continuing, or would result therefrom and (y) if Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the release most recently ended four fiscal quarters, exclusive of the amount of such EBITDA which is attributable to the assets of all or substantially all of Credit Parties so released from the Collateral, would not be less than $85,000,000), in its discretion, release its Liens on Collateral valued in the aggregate for all such releases from and after the Closing Date not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lenders and Agent may (so long as (x) no Default or Event of Default has occurred and is continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, exclusive of the Lendersamount of such EBITDA which is attributable to the assets of Credit Parties so released from the Collateral, or (z) otherwisewould not be less than $85,000,000), in its discretion, release its Liens on Collateral valued in the Required aggregate for all such releases from and after the Closing Date greater than $2,500,000 but not in excess of 10% of the aggregate Commitments as of the Closing Date with the prior written authorization of Requisite Lenders. Upon request by Agent or Borrower Borrowers at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on upon particular types or items of Collateral pursuant to this Section 15.129.10. (b) Upon receipt by Agent of any authorization required pursuant to Section 9.10 from Lenders of Agent’s authority to release any Liens upon particular types or items of Collateral, and upon at least five Business Days’ prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of its Liens upon such Collateral; provided, however, that (1i) Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Credit Parties in respect of) all interests retained by BorrowerCredit Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment Full Payment of the Obligations (other than contingent indemnity and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiryexpense reimbursement claims not then due), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent’s Liens without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's ’s authority to release any such Agent’s Liens on upon particular types or items of Collateral pursuant to this Section 15.1212.10. (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.10(a) from the Lenders of the Agent’s authority to release the Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days’ prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's ’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower any Loan Party in respect of) all interests retained by Borrowerany Loan Party, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent(and by entering into a Bank Product Agreement, at its option and in its sole discretion, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Borrower and no Subsidiary of Borrowers owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, any Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. The Loan Parties and 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 credit bid and purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code or the PPSA, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or pursuant to a plan of reorganization, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable Law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (yx) if the release is of all or substantially all of the Collateral, all of Lenders (without requiring the Lendersauthorization of the Bank Product Providers), or (zy) otherwise, the Required LendersLenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or any Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1215.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness or the Senior Notes (but only with respect to Senior Note Priority Collateral). (b) Agent shall have no obligation whatsoever to any of Lenders (or the Lenders Bank Product Providers) to assure that the Collateral exists or is owned by a Borrower or a Borrower’s Subsidiary or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain a perfected security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on granted to or held by the Agent upon any Collateral (i) upon the termination of the Revolving Loan Commitments and payment and satisfaction in full by Borrower of all Obligations, Loans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting property being sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if Borrower certifies to Agent that the sale or with any disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), hereunder; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries an Obligor owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries an Obligor under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided aboveAgreement or is about to expire and which has not been, Agent will and is not execute and deliver a release intended by such Obligor to be, renewed or extended; (v) consisting of any Lien on any Collateral without an instrument evidencing Indebtedness or other debt instrument, if the prior written authorization of indebtedness evidenced thereby has been paid in full; or (yvi) if approved, authorized or ratified in writing by the release is of Required Lenders or all or substantially all of the Collateral, all of the Lenders, or (z) otherwiseas the case may be, the Required Lendersas provided in Section 10.1(b). Upon request by the Agent or Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that 9.10(b). (1c) Agent Each Lender agrees with and in favor of each other (which agreement shall not be required for the benefit of the Borrowers or any other Obligor) that either Borrower's obligation to execute such Lender under this Agreement and the other Loan Documents is not and shall not be secured by any document necessary to evidence real property collateral now or hereafter acquired by such release on terms that, in Agent's opinion, would expose Agent to liability Borrower or create any obligation or entail any consequence of its Subsidiaries other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest real property described in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided hereinMortgages.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Administrative Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Obligors of all Obligations, (ii) constituting property being sold or disposed of by an Obligor if a release is required or desirable in connection therewith and if Borrower such Obligor certifies to Administrative Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Obligors or Borrower's its Subsidiaries owned no interest at the time the Administrative Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, an Obligor or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Administrative Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Administrative Agent or Borrower an Obligor at any time, the Lenders will confirm in writing Administrative Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1214.10; provided, provided however, that (1) Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent's ’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower any Obligor in respect of) all interests retained by Borrowersuch Obligor, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Obligor or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Administrative Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Obligors of all Obligations, (ii) constituting property being sold or disposed of or subject to a separate financing as contemplated in Section 7.1(d) or Section 2.2(e)(ii), if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale sale, disposition or disposition release is permitted under Section 6.4 Sections 2.2(e)(ii), 6.6, 7.1(d) and 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Obligor owned no any interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries an Obligor under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower any Obligor in respect of) all interests retained by Borrowersuch Obligor, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower an Obligor or is cared for, protected, or insured or has been -98- 100 encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) Upon any sale or disposition of any property permitted under Section 6.4 of this Agreement and receipt of a certification from the Administrative Borrower that such sale or disposition is so permitted, Agent shall, at the request and expense of the Borrowers, execute all documents as are reasonably necessary to release the Agent’s Liens on such property and return to the Borrowers such property to the extent it is in Agent’s possession. Upon any sale or disposition of all of the outstanding Stock of any Subsidiary permitted under Section 6.4 of this Agreement and receipt of a certification from the Administrative Borrower that such sale or disposition is so permitted, Agent shall, at the request and expense of the Administrative Borrower, execute all documents as are reasonably necessary to release such Subsidiary from its obligations under the Loan Documents and to release the Agent’s Liens in all property of such Subsidiary. (b) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretiondiscretion (subject to its obligations under Section 15.12(a) above), (i) to release any Lien on any Collateral Collateral (iA) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, (iiB) constituting property being sold or disposed of if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry), (C) constituting property in which no Borrower or its Subsidiaries owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (D) constituting property leased to a Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement; and (ii) to release any Subsidiary of any Borrower (all of the Stock of which is required being sold or desirable in connection therewith disposed of) from its obligations under the Loan Documents, and to release any Liens on the property of such Subsidiary, if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral or release any Borrower or any Subsidiary of any Borrower from its obligations under the Loan Documents, without the prior written authorization of (y) if the release is of all or substantially all of the CollateralCollateral or any Borrower or any of its Subsidiaries, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types Collateral, or items of Collateral any such Subsidiary, pursuant to this Section 15.12; provided. Notwithstanding anything to the contrary provided in any clause of this Section 15.12, however, that (1) Agent shall not be required to execute any document necessary to evidence any such release on terms that, in Agent's ’s reasonable opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien or Subsidiary without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations (other than as against any Subsidiary expressly being released) or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower and/or the Guarantors of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower certifies to the Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents made in compliance with SECTION 9.9 (and the 101 Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, the Borrower or Borrower's Subsidiaries the applicable Guarantor owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, the Borrower or Borrower's Subsidiaries the applicable Guarantor under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; PROVIDED that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate not in excess of all or substantially all $5,000,000 during any one year period without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.12SECTION 14.12. (b) Upon receipt by the Agent of any authorization required pursuant to SECTION 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by Borrowerthe Borrower or any Guarantor, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or any Guarantor or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the applicable Borrower certifies to the Agent that the sale or disposition is permitted under made in compliance with Section 6.4 of this Agreement or the other Loan Documents 9.8 (and the Agent may rely conclusively on any such certificate, without further inquiry), ; or (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Borrower owned no an interest at the time the Agent's Lien was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Majority Lenders; provided that the Agent may not release is the Agent's Liens on Collateral valued in the aggregate in excess of all or substantially $1,000,000 without the prior written authorization of all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or Borrower Phar-Mor at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.1214.11. (b) Upon receipt by the Agent of any authorization required pursuant to this Section 14.11(a) from the Majority Lenders or Lenders, as applicable, of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by Phar-Mor, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided hereinto the extent of its gross negligence or willful misconduct.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 SECTION 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, no Borrower or Borrower's its Subsidiaries owned no any interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, a Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 16.12; providedPROVIDED, howeverHOWEVER, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold of the Obligations at any time arising under or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 respect of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, transactions contemplated hereby or thereby; or (ivii) constituting property leased to Parent, Borrower, as required or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lendersby Section 4.2. Upon request by the Agent or Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12or any other applicable provision of any of the other Loan Documents. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least 5 Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by all of the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, ; and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any Loan Party in respect of) all interests retained by Borrowerthe Borrower or any Subsidiary, including, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (bd) The Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Subsidiary or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent pursuant to in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion discretion, given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoingLenders, except as otherwise provided hereinto the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Agent's gross negligence or willful misconduct.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent(and by entering into a Bank Product Agreement, at its option and in its sole discretion, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Borrower or Borrower's its Subsidiaries owned no interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. 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 credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the LendersLenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required LendersLenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1215.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists or is owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Borrower will, and will cause each Guarantor to, by no later than the date that is 60 days following the end of each fiscal quarter (or such later date as may be agreed by the Lead Lender) execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, Mortgages in form and substance reasonably acceptable to the Administrative Agent and the Lead Lender to ensure that the Administrative Agent has an Acceptable Security Interest in Mortgaged Properties constituting at its option and in its sole discretion, to release any Lien on any Collateral least (i) upon the termination 90% of the Commitments PV9 of the Credit Parties’ Proved Reserves attributable to the Oil and payment Gas Property evaluated in the most recent Reserve Report provided to the Administrative Agent pursuant to Section 5.01(h) and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all 90% of the Collateral, all net acres of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, Oil and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens Gas Properties (other than those expressly being releasedProved Reserves) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part as of the Collateralmost recently ended fiscal quarter (including the fiscal year end) for which financial statements are available. (b) Agent shall have So long as no obligation whatsoever Event of Default has occurred, the Credit Parties may continue to any receive from the purchasers of production all proceeds of the sale of production, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent and Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to may exercise at all or in any particular manner or rights and remedies granted under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, Documents subject to the terms and conditions contained hereinthereof, including the right to obtain possession of all proceeds of production from such Mortgaged Properties then held by such Credit Parties or to receive directly from the purchasers of production all other proceeds of production. In no case shall any failure, whether intentioned or inadvertent, by the Administrative Agent may act or Lenders to collect directly any such proceeds of production from the Mortgaged Properties constitute in any manner it may deem appropriateway a waiver, in its sole discretion given Agent's own interest in remission or release of any of their rights under the Collateral in its capacity as one Security Documents, nor shall any release of any proceeds of production from any Oil and Gas Properties by the Administrative Agent or Lenders to any Credit Parties constitute a waiver, remission, or release of any other proceeds of production from any Oil and Gas Properties or of any rights of the Administrative Agent or Lenders to collect other proceeds of production from the Oil and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided hereinGas Properties thereafter.

Collateral Matters. (a) The Each Lender and each L/C Issuer hereby irrevocably authorizes and directs each Agent to enter into the Collateral Documents for the benefit of such Lender and such L/C Issuer. Each U.S. Lender and U.S. L/C Issuer hereby irrevocably authorizes U.S. Agent to enter into the Collateral Agency and Intercreditor Agreement for the benefit of such U.S. Lender and U.S. L/C Issuer. Each Lender and each 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 Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and L/C Issuers. Agents are hereby authorized (but not obligated) on behalf of all of Lenders and L/C Issuers, without the necessity of any notice to or further consent from any Lender or any 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 Collateral Documents. (b) Each U.S. Lender and U.S. L/C issuer hereby irrevocably authorize U.S. Agent, at its option and in its sole discretion, , (i) to authorize Collateral Agent to release any Lien on any property granted to or held by Collateral Agent under any U.S. Security Document (iA) upon the termination of the Aggregate U.S. Commitments and payment and satisfaction in full by Borrower of all ObligationsU.S. Obligations (other than contingent indemnification obligations) and the expiration or termination of all U.S. Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by U.S. Supermajority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to authorize Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively to subordinate any Lien on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, granted to or Borrower's Subsidiaries owned no interest at held by Collateral Agent under any U.S. Security Document to the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release holder of any Lien on such property that is permitted by this Agreement or any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lendersother Loan Document. Upon request by U.S. Agent or Borrower at any time, the Lenders each U.S. Lender and U.S. L/C Issuer will confirm in writing U.S. Agent's ’s authority to so authorize Collateral Agent to release any such Liens on or subordinate its interest in particular types or items of Collateral pursuant to this Section 15.129.11(b). (c) Each Canadian Lender and Canadian L/C issuer hereby irrevocably authorize Canadian Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Canadian Agent under any Loan Document (A) upon termination of the Aggregate Canadian Commitments and payment in full of all Canadian Obligations (other than contingent indemnification obligations) and the expiration or termination of all Canadian Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by Canadian Supermajority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; providedand (ii) to subordinate any Lien on any property granted to or held by Canadian 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 Canadian Agent at any time, howevereach Canadian Lender and Canadian L/C Issuer will confirm in writing Canadian Agent’s authority to so authorize Collateral Agent to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11(c). (d) Subject to clauses (b) and (c) above, each Agent shall (and is hereby irrevocably authorized by each Lender and each L/C Issuer), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to such Agent for the benefit of such Agent and the applicable Lenders and the applicable L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (1i) such Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in such Agent's ’s opinion, would expose such Agent to liability or create any obligation liability or entail any consequence other than the release or subordination of such Lien Liens without recourse, representation, recourse or warranty, warranty and (2ii) 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 Borrower Borrowers or any other Loan Party in respect of) all interests retained by Borrowereither Borrower or any other Loan Party, including, including the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the applicable Agent shall be authorized to deduct all expenses reasonably incurred by the applicable Agent from the proceeds of any such sale, transfer or foreclosure. (be) Agent Agents shall have no obligation whatsoever to any of the Lenders Lender, any L/C Issuer or any other Person to assure that the Collateral exists or is owned by either Borrower or any other Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens granted to Agents 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 to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to Agent pursuant to Agents in this Section 9.11 or in any of the Loan Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, each Agent may act in any manner it may deem appropriate, in its sole discretion discretion, given such Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that such Agent shall have no other duty or liability whatsoever to Lenders or L/C Issuer. (f) Each Lender and each L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and L/C Issuers’ security interest in assets which, in accordance with the applicable PPSA, the CC or Article 9 of the UCC can be perfected only by possession. Should any Lender or either L/C Issuer (other than an Agent) obtain possession of any such Collateral, such Lender or L/C Issuer shall notify Agents thereof, and, promptly upon Agents’ request therefor shall deliver such Collateral to Agents or in accordance with Agents’ instructions. (g) U.S. Agent hereby agrees that at such time as Required U.S. Lenders have received evidence reasonably satisfactory to them that U.S. Borrower’s unsecured debt obligations are Investment Grade and this Agreement is then in effect U.S. Agent will on behalf of U.S. Lenders deliver to Collateral Agent a notice stating that U.S. Borrower’s unsecured debt obligations are Investment Grade. U.S. Lenders hereby consent and agree to the giving of such notice by U.S. Agent and agree to execute and deliver any documentation related thereto as may be required under the Collateral Agency and Intercreditor Agreement. U.S. Lenders agree that prior to providing any notice or determination to U.S. Agent or Collateral Agent regarding the characterization of U.S. Borrower’s unsecured debt obligations as Investment Grade pursuant to clause (ii) of the foregoingdefinition of Investment Grade, except each U.S. Lender will consult with each other U.S. Lender regarding such characterization of U.S. Borrower’s unsecured debt obligations. At such time as otherwise provided hereinCanadian Agent receives evidence reasonably satisfactory to it that each of the conditions set forth in Section 13.5 of the Collateral Agency and Intercreditor Agreement have been satisfied, Canadian Agent shall, at Canadian Borrower’s expense, cause to be prepared and executed and delivered to Canadian Borrower such discharges, releases, terminations or other documents and instruments as shall be reasonably necessary in order to release all of Canadian Agent’s Liens in the Collateral of Canadian Borrower. Canadian Lenders hereby consent and agree to such discharge and release of Canadian Agent’s Liens in the Collateral of Canadian Borrower. (h) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in the event that any term or provision of the Collateral Agency and Intercreditor Agreement conflicts with any term or provision of this Agreement or any other Loan Document, the relevant terms and provisions of the Collateral Agency and Intercreditor Agreement shall supersede the relevant term or provision of this Agreement or any such other Loan Document and govern and control the subject matter of such conflicting term or provision of this Agreement or such other Loan Document. (i) Each U.S. Lender acknowledges and agrees that (i) U.S. Agent will be executing the Collateral Agency and Intercreditor Agreement as U.S. Agent on behalf of U.S. Lenders (and each U.S. Lender hereby authorizes and directs the U.S. Agent to so execute the Collateral Agency and Intercreditor Agreement), (ii) that the U.S. Agent and U.S. Lenders will be bound by all of the terms and provisions of the Collateral Agency and Intercreditor Agreement, (iii) that U.S. Agent will take any action and perform any obligation it may have under the Collateral Agency and Intercreditor Agreement in accordance with the terms and conditions thereof, including any action required to be taken or obligation to be performed by a “Secured Party” or a holder of “Additional Future Debt” or a “Secured Obligation” (as each such term is defined in the Collateral Agency and Intercreditor Agreement) and (iv) any request, demand, authorization, direction, notice, consent, waiver or other action permitted or required or permitted to be made or given by U.S. Agent under the Collateral Agency and Intercreditor Agreement as a “Secured Party” or by holders of “Bank Credit Agreement Debt” thereunder shall be made or given by U.S. Agent on behalf of U.S. Lenders as directed by each U.S. Lender so that the direction of each U.S. Lender to U.S. Agent is separately taken into account in connection with any such request, demand, authorization, direction, notice, consent, waiver or other action.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Administrative Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Administrative Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no Borrower does not own any interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Administrative Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all a substantial portion of the Collateral, of all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Administrative Agent or Borrower at any time, the Lenders will confirm in writing Administrative Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1217.12; provided, however, that (1) Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent's ’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Administrative Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the 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 terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and, subject to Section 2.4(j), the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other outstanding monetary Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower certifies to the Agent that the sale or disposition is permitted under made in compliance with Section 6.4 of this Agreement or the other Loan Documents 9.9 (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries neither the Borrower nor any other grantor of Collateral owned no any interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, the Borrower or Borrower's Subsidiaries any other grantor of Collateral under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) as and when provided or required by the terms of the Intercreditor Agreement or Section 6. 1. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; provided that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate during the term of all or substantially all this Agreement not in excess of $5,000,000 without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.1214.12. (a) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (1i) the Agent shall not be required to execute any such 130 document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other grantor of Collateral in respect of) all interests retained by Borrowerthe Borrower or any other grantor of Collateral, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or any other grantor of Collateral or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent(and by entering into a Bank Product Agreement, at its option and in its sole discretion, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Borrower or Borrower's its Subsidiaries owned no interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Guarantor from the Guaranty to the extent that such Guarantor ceases to be a Subsidiary of the Borrower pursuant to a transaction permitted under this Agreement. 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 credit bid and purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the LendersLenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required LendersLenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1215.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.the

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, , (i) to release any Lien on any Collateral (ix) upon the termination of the Commitments and payment and satisfaction in full by Borrower in cash of all Obligations, Obligations (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquirythan contingent indemnification obligations), (iiiy) constituting property that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at connection with any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction Asset Sale permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the LendersCredit Documents, or (z) otherwisesubject to Section 12.4, if authorized in writing by the Required Lenders; and (ii) to release any Credit Party from its Obligations under the Credit Documents if such Person ceases to be a Credit Party as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent or Borrower the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent's ’s authority to release any such Liens on or subordinate its interest in particular types or items of Collateral Collateral, or to release any Credit Party from its Obligations pursuant to this Section 15.12; provided, however, that Section. (1b) The Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any document necessary to evidence such release on terms thatrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such ’s Lien without recourse, representationthereon, or warrantyany certificate prepared by any Credit Party in connection therewith, and (2) such release nor shall not in the Agent be responsible or liable to the Lenders for any manner discharge, affect, failure to monitor or impair the Obligations or maintain any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part portion of the Collateral. (bc) Agent shall have no obligation whatsoever to Anything contained in any of the Lenders Credit Documents to assure that the contrary notwithstanding, each of the Credit Parties, the Administrative Agent and the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or Agent hereby agree that (i) no holder of the Agent's Liens Obligations 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 at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, realize upon any of the rights, authorities and powers granted Collateral or available to Agent pursuant to enforce this Agreement or any of the Loan Documentsother Credit Document, it being understood and agreed that in respect all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Agent, on behalf of the Collateral, or any act, omission, or event related thereto, subject to holders of the Obligations in accordance with the terms hereof and conditions contained hereinthereof, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest and (ii) in the event of a foreclosure by the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to on any of the foregoingCollateral pursuant to a public or private sale or other disposition, except the Collateral Agent or any Lender may be the purchaser 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 holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise provided hereinagree 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, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies in writing to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Borrower owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement, or (v) which, in the aggregate with all other dispositions of Equipment, has a fair market value or book value, whichever is less, of $500,000 or less. Except as provided aboveabove or expressly provided in any other Loan Document, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, Agent and the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1212.11; provided, however, that (1) Agent -------- ------- shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any other member of the Lenders Lender Group to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any other member of the Lender Group as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments Commitments, and payment and satisfaction in full by Borrower of all Obligations, Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge); (ii) constituting property being sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if Borrower certifies with any disposition permitted hereunder (other than a disposition to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other another Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiryParty), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Loan Parties owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided aboveAgreement or is about to expire and which has not been, Agent will and is not execute and deliver a release intended by the Loan Parties to be, renewed or extended; (v) consisting of any Lien on any Collateral without an instrument evidencing Indebtedness or other debt instrument, if the prior written authorization of indebtedness evidenced thereby has been paid in full; or (yvi) if approved, authorized or ratified in writing by the release is of all or substantially all portion of the Collateral, all of the Lenders, or (z) otherwise, the Required LendersLenders required by Section 11.2. Upon request by the Collateral Agent or Borrower at any time, the Lenders will confirm in writing the Collateral Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1210.10; providedprovided that, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10. (1c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability responsible for the negligence or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds misconduct of any sale, all of which shall continue to constitute part of the Collateralagents or attorneys in fact selected by it with reasonable care. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting Excluded Collateral or property in which Parent, Borrower, Borrower or Borrower's its Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower certifies to the Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents made in compliance with SECTION 10.7 (and the Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; PROVIDED that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate not in excess of all or substantially all $5,000,000 in any one-year period without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.12SECTION 16.12. (b) If authorized, and upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Loans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting property being sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if Borrower certifies with any asset disposition permitted hereunder pursuant to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), SECTION 8.02; (iii) constituting property in which Parent, Borrower, the Company or Borrower's Subsidiaries any Subsidiary of the Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, the Company or Borrower's Subsidiaries any Subsidiary of the Company under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided aboveAgreement or is about to expire and which has not been, Agent will and is not execute and deliver a release intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting of any Lien on any Collateral without an instrument evidencing Indebtedness or other debt instrument, if the prior written authorization of Indebtedness evidenced thereby has been paid in full; or (yvi) if approved, authorized or ratified in writing by the release is of Majority Lenders or all or substantially all of the Collateral, all of the Lenders, as the case may be, as provided in SECTION 11.01 hereof. Further, upon the Company achieving a Leverage Ratio of less than or equal to 1.75 to 1.0 for two consecutive fiscal quarters, all Collateral (zother than Pledged Collateral as defined in the Pledge Agreements and not including the Company Guaranty or the Subsidiaries Guaranty) otherwise, shall be released by the Required LendersCollateral Agent so long as no Default or Event of Default shall then be in effect. Upon request by the Collateral Agent or Borrower at any time, the Lenders will confirm in writing the Collateral Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the CollateralSECTION 10.11. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on Agent's Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies the Borrowers certify to the Agent that the sale or disposition is permitted under Section 6.4 of this Agreement made in compliance with SECTION 7.9, or the other Loan Documents SECTION 7.19 (and the Agent may rely conclusively on any such certificate, without further inquiry), ) and the proceeds are applied to the Obligations to the extent required by this Agreement; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries a Loan Party owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; (v) constituting property subject to a Capital Lease or purchase money Debt permitted by this Agreement if required by the lender or lessor or (vi) constituting property owned by an FRC Borrower that is released in compliance with the provisions of SECTION 3.11. In addition any Guaranty may be released if the Guarantor is sold in a transaction permitted under this Agreement and Liens on the Term Loan Collateral securing the Term Loan Obligations may be released with the consent of only the Term Lenders. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of the Lenders; PROVIDED that the Agent may, in its discretion, release the Agent's Liens on Collateral (yother than Term Loan Collateral) if valued in the release is aggregate not in excess of all or substantially all $1,000,000 during each Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent's Liens on Collateral (other than Term Loan Collateral, all ) valued in the aggregate not in excess of $2,000,000 during each Fiscal Year with the Lenders, or (z) otherwise, the Required prior written authorization of Majority Lenders. Upon request by the Agent or Borrower the Borrowers at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral or any Guaranty pursuant to this Section 15.12SECTION 12.11. (b) Upon receipt by the Agent of any authorization required pursuant to SECTION 12.11(a) from the Lenders of the Agent's authority to release Agent's Liens upon particular types or items of Collateral or any Guaranty, and upon at least 3 Business Days prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral or any Guaranty; providedPROVIDED, howeverHOWEVER, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Loan Parties in respect of) all interests retained by Borrowerthe Loan Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Collateral Agent's Lien on upon any Collateral or other property of a Borrower upon which the Collateral Agent has been granted an Collateral Agent's Lien (i) upon the termination of the Commitments and Commitments, payment and satisfaction in full by Borrower of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit and L/C Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations which have matured and which the Collateral Agent has been notified in writing are then due and payable; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the applicable Borrower certifies to the Collateral Agent that the sale or disposition is permitted under made in compliance with Section 6.4 of this Agreement 5.11 or 8.9 or otherwise in compliance with the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the applicable Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Borrower under a lease that which has expired or is been terminated in a transaction permitted under this AgreementAgreement or which will expire imminently and which has not been, and is not intended by such Borrower to be, renewed or extended; or (v) in any instance not covered by clauses (i) through (iv), with a value of less than $250,000 in any instance or series of related instances and, when aggregated with other Collateral with respect to which a Lien was released in the same Fiscal Year, with a value of less than $1,000,000. Except as provided above, the Collateral Agent will not execute and deliver a release any of any Lien on any the Collateral Agent's Liens without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, nor shall it release any Guaranty of the Required Obligations without the prior authorization of all of the Lenders. Upon request by the Collateral Agent or a Borrower at any time, the Lenders will confirm in writing the Collateral Agent's authority to release any such Collateral Agent's Liens on upon particular types or items of Collateral or other property pursuant to this Section 15.1213.8(a). (b) The Collateral Agent is hereby irrevocably authorized by the Lenders to execute such documents as may be necessary to evidence the release of the Collateral Agent's Liens upon the Collateral or other property authorized to be released pursuant to Section 13.8(a); provided, however, that (1i) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the applicable Borrower in respect of) all interests retained by such Borrower, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralCollateral or other property securing the Obligations. (bc) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral or other property securing the Obligations exists or is owned by the applicable Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Collateral Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent the pursuant to this Section 13.8 or pursuant to any of the Loan Documents, it being understood and agreed that in respect of the CollateralCollateral or other property securing the Obligations, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Collateral Agent may act in any manner it may deem appropriate, in its sole discretion discretion, given the Collateral Agent's own interest in the Collateral or other property securing the Obligations in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Agent or Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders Guarantors hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments Guaranty and payment and satisfaction in full by Borrower Obligor of all Obligations, or (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower Obligor certifies to Agent that the sale or disposition is permitted under Section 6.4 pursuant to the terms of this Agreement or the other Loan Operative Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required LendersGuarantors. Upon request by Agent or Borrower Obligor at any time, the Lenders Guarantors will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 7(k); providedPROVIDED, howeverHOWEVER, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Obligor in respect of) all interests retained by BorrowerObligor, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders Guarantors to assure that the Collateral exists or is owned by Borrower Obligor or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Operative Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders Guarantors and that Agent shall have no other duty or liability whatsoever to any Lender Guarantor as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize AgentAgent to, at its option and in its sole discretionAgent shall upon Administrative Borrower’s request, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies Borrowers certify to Agent that the sale or disposition is a Permitted Disposition or is otherwise permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Loan Parties owned no interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Loan Parties under a lease that has expired or is terminated in a transaction permitted under this Agreement, or (v) in accordance with the express terms of the Security Agreement or any other document or instrument creating or evidencing Agent’s Liens. The Lenders hereby irrevocably authorize Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower Borrowers at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral or any Borrower or any Guarantor pursuant to this Section 15.1215.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s reasonable opinion, upon the advice of legal counsel, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien or Borrower or Guarantor without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers (other than Borrowers expressly being released) in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Parent or its Restricted Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral or other collateral securing the Obligations (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Borrower owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral or other collateral securing the Obligations without the prior written authorization of (y) if the release is of all or substantially all of the CollateralCollateral or other collateral securing the Obligations, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral or other collateral securing the Obligations pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the CollateralCollateral or the other collateral securing the Obligations. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral or other collateral securing the Obligations exists or is owned by Borrower or a Guarantor or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the CollateralCollateral or other collateral securing the Obligations, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, absent Agent’s gross negligence or willful misconduct, in its sole discretion given Agent's ’s own interest in the Collateral or other collateral securing the Obligations in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release or authorize the release of any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or under the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Borrower owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Notwithstanding the foregoing, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, Agent shall, for the benefit and at the request of Borrower, release or authorize the release of the Lien on Collateral in a transaction constituting a Permitted Disposition. Except as provided above, Agent will not execute and deliver a release or authorize the execution and delivery of a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, Revolving Loan Lenders or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release or authorize the release of any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release or authorization on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of or authorization of the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, absent Agent's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any agree that the Lien on any Collateral shall be automatically released (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligationsof the Obligations (other than Bank Product Obligations and contingent indemnification obligations not yet due and payable), (ii) constituting property being to the extent such Collateral is sold or disposed of if in a release is required or desirable in connection therewith and if Borrower certifies transaction permitted by Section 6.4 (provided that the Agent may request that the Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry)), (iii) constituting to the extent such Collateral constitutes property in which Parent, Borrower, or Borrower's Subsidiaries no Loan Party owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting to the extent such Collateral constitutes property leased or licensed to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) to the extent such Collateral becomes Excluded Assets, (vi) subject to Section 14.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders and (vii) in connection with a credit bid or purchase authorized under this Section 15.11. If any Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder (provided that the Agent may request that the Borrowers certify in writing that such transaction or designation is permitted hereunder), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Assets or are being transferred to a Person that is not a Loan Party) shall be automatically released. In each case as specified in this Section 15.11(a), the Agent will promptly (and each Lender irrevocably authorizes the Agent to), at the applicable 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 Lien granted under the Guaranty and Security Agreement, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 15.11(a). (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 indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the LendersLenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders. Lenders (without requiring the authorization of the Bank Product Providers). (c) Upon request by Agent or Borrower Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent's ’s authority to evidence the release of any such Liens on particular types or items of Collateral pursuant to this Section 15.1215.11; provided, however, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent's ’s opinion, would could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (bd) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Borrower Loan Parties or their Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (iv) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Revolving Credit Facility Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable requested in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries neither Borrower nor any Subsidiary of Borrower owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release contractually subordinate any of any Lien on any Collateral Agent’s Liens, without the prior written authorization of (yA) if if, with respect to the Collateral, the release or contractual subordination is of with respect to all or substantially all of the Collateral, all of the Lenders, or (zB) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1210.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower the Borrowers of all Obligations, (ii) constituting property being sold or sold, disposed of or refinanced if a release is required or desirable requested in connection therewith and if the Administrative Borrower certifies to Agent that the sale disposition or disposition refinancing is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Borrower and no Subsidiary of any Borrower owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, any Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release contractually subordinate any of any Lien on any Collateral Agent’s Liens, without the prior written authorization of (y) if if, with respect to the Collateral, the release or contractual subordination is of with respect to all or substantially all of the Collateral, all of the Lenders, Lenders or (z) otherwise, the Required Lenders. Upon request by Agent or any Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1210.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, warranty and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by a Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, ; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Borrower owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement, or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of $500,000 or less. Except as provided aboveabove or expressly provided in any other Loan Document, the Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Collateral Agent or the Borrower at any time, the Administrative Agent and the Lenders will confirm in writing the Collateral Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 13.11; providedPROVIDED, howeverHOWEVER, that (1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any of the other Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Lenders' Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Administrative Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Administrative Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Borrower or Borrower's its Subsidiaries owned no interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Borrower or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Administrative Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all any substantial portion of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Administrative Agent or Borrower at any time, the Lenders will confirm in writing Administrative Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent's ’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretionwithout the further consent of the Lenders, to release any Agent’s Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, Term Loan and all other Obligations (other than indemnities to which a claim has not been made and obligations pursuant to Schedule 3.1-A and Schedule 3.1-B or pursuant to the provisions of the last sentence of Section 15.5); (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of accordance with this Agreement or and with the other Loan Documents approval of the Bankruptcy Court (and Agent may rely conclusively on any such certificate, without further inquiryto the extent required), ; (iii) constituting property in leased to an Obligor under a lease which Parent, Borrower, has expired or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, been terminated; or (iv) constituting property leased as required pursuant to Parent, Borrower, any order of the Bankruptcy Court or Borrower's Subsidiaries under a lease that has expired or is terminated as provided in a transaction permitted under this AgreementSection 6.1(a). Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent’s Liens without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Majority Lenders. Upon request by the Agent or Borrower the General Partner at any time, the Majority Lenders will confirm in writing the Agent's ’s authority to release any such Agent’s Liens on upon particular types or items of Collateral pursuant to this Section 15.1214.11. The Lenders hereby irrevocably authorize the Agent, at the request of the General Partner, to subordinate any Agent’s Lien to the holder of any Lien described in clauses (b), (d), (f), (j) (if and to the extent applicable), (m), (o), (p), (s), (t), and (v) of the definition of Permitted Liens; providedin each case to the extent the underlying transaction is not prohibited hereby. (b) Upon receipt by the Agent of any authorization required pursuant to Section 14.11(a) to release any Agent’s Liens upon particular types or items of Collateral, howeverand upon at least two Business Days prior written request (or such shorter time period as the Agent may agree) by the General Partner, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's ’s good-faith opinion, would expose the Agent to liability or create any material obligation or entail any material adverse consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Obligors in respect of) all interests retained by Borrowerany Obligor, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Obligor or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations, ; (ii) constituting property being sold or disposed of if a release is required of; or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries the Borrower owned no interest at the time the Agent's Lien was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not execute and deliver a release any of any Lien on any Collateral the Agent's Liens without the prior written authorization of (y) if the Lenders; provided that the Agent may, in its discretion, release is the Agent's Liens on Collateral valued in the aggregate not in excess of all or substantially all $25,000,000 in any one year period without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 15.1214.11. (b) Upon receipt by the Agent of any authorization required pursuant to Section 14.11(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens of the Agent (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the CollateralBorrower (other than Excluded Assets). (bc) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon Each Lender authorizes and directs Agent to enter into the termination Other Agreements for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Requisite Lenders in accordance with the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 provisions of this Agreement or the Other Agreements, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other Loan Documents (powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent may rely conclusively is hereby authorized on any such certificatebehalf of all Lenders, without the necessity of any notice to or further inquiry)consent from any Lender to take any action with respect to any Collateral or Other Agreements which may be necessary or prudent to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to this Agreement and the Other Agreements. (ii) Without the verbal consent of all Lenders, which consent shall (iiia) constituting property be confirmed promptly thereafter in which Parent, Borrower, writing and (b) not be unreasonably withheld or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided abovedelayed, Agent will not execute and deliver a any release of any Lien on Agent's security interest in any Collateral without the prior written authorization except for releases relating to dispositions of Collateral (x) permitted by this Agreement or (y) if in connection with the release is repayment in full of all or substantially all of the Collateral, Liabilities by Borrowers and the termination of all obligations of Agent and Lenders under this Agreement and the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12Other Agreements; provided, howeverthat with the consent of Requisite Lenders, that Agent may release its liens on Collateral having a book value not greater than ten percent (110%) of the total book value of all Collateral, as determined by Agent, either in a single transaction or series of related transactions, not to exceed twenty percent (20%) of the book value of all Collateral in any Fiscal Year. Agent shall not be required to execute any document necessary to evidence such release on terms thatwhich, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien liens without recourse, representation, recourse or warranty. In the event of any sale or transfer of any of the Collateral, and (2) such release Agent shall not in any manner discharge, affect, or impair be authorized to deduct all of the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained expenses reasonably incurred by Borrower, including, Agent from the proceeds of any sale, all of which shall continue to constitute part of the Collateralsuch sale or transfer. (biii) Lenders hereby agree that the lien granted to Agent in any property sold or disposed of in accordance with the provisions of the Agreement shall be automatically released; provided, however that Agent's lien shall attach to and continue for the benefit of Agent and Lenders in the proceeds and products of such property arising from any such sale or disposition. (iv) To the extent, pursuant to the provisions of this SUBSECTION 19(J), Agent's execution of a release is required to release (v) Agent shall not have no any obligation whatsoever to Lenders or to any of the Lenders other Person to assure that the Collateral exists or is owned by a Borrower or any other Obligor or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to Agent pursuant to in this SECTION 19 or in any of the Loan DocumentsOther Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion discretion, given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to Lenders, except for its gross negligence or willful misconduct. (vi) In the event that any Lender as to receives any Proceeds of any Collateral by setoff, recoupment, exercise of any banker's lien or otherwise, in an amount in excess of such Lender's Pro Rata Share of such Proceeds, such Lender shall purchase for cash (and other Lenders shall sell) interests in each of such other Lender's Pro Rata Share of the foregoingLiabilities as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. No Lender shall exercise any right of setoff, except as otherwise provided hereinrecoupment, banker's lien or other similar right without the prior written consent of Agent.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of (or being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if a release is required or desirable in connection therewith and if Borrower the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a Permitted Encumbrance permitted under Section 6.4 of this Agreement or the other Loan Documents said clause (l)) (and the Collateral Agent may rely conclusively on any such certificate, certification without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Loan Party owned no any interest at the time the Agent's Lien was granted nor or at any time thereafter, or ; (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not execute and deliver a release any of any Lien on any Collateral its Liens without the prior written authorization of the Lenders (y) if as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release is the Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of all or substantially all $250,000 during each Fiscal Year without the prior written authorization of the Collateral, all of the Lenders, or (z) otherwise, the Required Lendersany Lender. Upon request by the Collateral Agent or Borrower the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent's ’s authority to release any such Collateral Agent’s Liens on upon particular types or items of Collateral pursuant to this Section 15.128.10. (b) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of a Loan Party to a person that is not (and is not required to become) a Loan Party, in each case in a transaction not prohibited by Section 6.03 and so long no Event of Default is then continuing or would result therefrom, the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); #33621191 provided, however, that (1i) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent's ’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, and (2ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Borrowers in respect of) all interests retained by Borrowerthe Borrowers, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all Letters of Credit and Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the Administrative Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of the Administrative Borrower shall no longer be deemed to be made once such Capital Stock or asset is so conveyed, sold, leased, assigned, transferred or disposed of. Upon any release or termination in connection with the foregoing, the Collateral Agent shall (and is hereby authorized by the Lenders to) execute such documents as may reasonably requested by the Administrative Borrower to evidence the release of the Collateral Agent’s Liens upon such Collateral all without recourse or warranty. Notwithstanding the foregoing or the payment in full of the Obligations, Collateral Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agents may incur as a result of dishonored checks or other items of payment received by Agents from any Borrower or any Account Debtor and applied to the Obligations, Agents shall, at their option, (i) have received a written agreement satisfactory to Agents, executed by Administrative Borrower and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or damage. (bc) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Collateral Agent may act in any manner it may deem appropriate, in its sole discretion discretion, given the Collateral Agent's ’s own interest in the Collateral in and its capacity as one of the Lenders Lenders, and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing. (d) In the event of a foreclosure by any Agent on any of the Collateral pursuant to a public or private sale or any court ordered sale of the Collateral, except such Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and such Agent, as agent for #33621191 and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Agent at such sale. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings in connection with such enforcement shall be instituted and maintained exclusively by, the applicable Agent (or its agents or designees) in accordance with the Loan Documents for the benefit of the applicable Secured Parties; provided hereinthat the foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as such Agent) hereunder and under the other Loan Documents, (ii) each of the Issuing Bank and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as such) hereunder and under the other Loan Documents, (iii) any Lender or Participant from exercising setoff rights in accordance with Section 9.09, (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Bankruptcy Code or other debtor relief law or (v) any Lender from exercising any express right or remedy of such Lender under the Loan Documents where an Agent does not have the power and authority under the Loan Documents to act on behalf of such Lender; and provided, further, that if at any time there is no Person acting as the Administrative Agent or the Collateral Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the applicable Agent pursuant to Section 8.10 and (B) in addition to the matters set forth in Section 8.10, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. Prior to the initial commencement of the exercise of the Collateral Agent’s secured creditor remedies as to the Rigs, the Collateral Agent shall endeavor to consult with the Lenders regarding the nature of the secured remedies it proposes to commence, provided that nothing in this sentence shall (i) confer any right or remedy in favor of any Loan Party or (ii) confer any consent or blocking right in respect of the exercise, the manner of exercise or any other aspect related to such remedies.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations (or, if the only remaining Obligations are with respect to the Warrant, upon termination of all other Obligations), (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's neither Parent nor any of its Subsidiaries owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Parent or Borrower's any of its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1215.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Parent or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrower of all Obligations; and upon such termination and payment Agent shall deliver to Borrower, at Borrower's sole cost and expense, all UCC termination statements and any other documents necessary to terminate the Loan Documents and release the Liens with respect to the Collateral; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 ----------- of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), ; (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no the Borrower does not own an interest at the time the Agent's Lien was granted nor or at any time thereafter, ; or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries the Borrower under a lease that has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all a material portion of the Collateral, all of the Lenders, Lenders or (z) otherwise, of the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; ------------- provided, however, that (1i) the Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall not have no any obligation whatsoever to any of the Lenders Lender to assure that the Collateral exists or is owned by Borrower or the Borrower, is cared for, protected, or insured or has been encumbered, or that the Agent's Liens of Agent (for the benefit of the Lender Group) have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, absent the Agent's gross negligence or willful misconduct, in its sole discretion given the Agent's own interest in the Collateral in its their capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize each of Agent and Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Collateral Agent that the sale or disposition is permitted under Section 6.4 7.4 of this Agreement or the other Loan Documents (and Agent and Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries Borrower owned no interest at the time the Agent's Lien security interest was granted nor or at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, neither Agent nor Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Collateral Agent or Borrower at any time, the Lenders will confirm in writing Agent's ’s or Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.12; provided, however, that (1) neither Agent nor Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s or Collateral Agent’s opinion, would expose Agent or Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Neither Agent nor Collateral Agent shall have no any obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent or Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, each of Agent and Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given Collateral Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that neither Agent nor Collateral Agent shall have no any other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Each of the Lenders hereby irrevocably authorize authorizes the Administrative Agent, at its option and in its sole discretion, to take any of the following actions: (a) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Loan Document, if any, (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all ObligationsObligations (other than contingent indemnification obligations), (ii) constituting property being sold or disposed if, with respect to any such release of if a release is required or desirable in connection therewith Lien on the Equity Interests of a Subsidiary Guarantor, such Subsidiary Guarantor has ceased to be a Subsidiary Guarantor and if Borrower certifies to Agent that has been released from its Obligations under the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry)pursuant to Sections 8.13 or 8.14, (iii) constituting property if approved, authorized or ratified in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafterwriting in accordance with Section 13.6, or (iv) constituting in connection with the Collateral Fallaway; and (b) to subordinate any Lien on any property leased (excluding, for the avoidance of doubt, any Collateral) granted to Parent, Borrower, or Borrower's Subsidiaries held by the Administrative Agent under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release any Loan Document to the holder of any Lien on such property, to the extent such holder is permitted by Section 10.6 to have a more senior Lien; and (c) to execute a Pari Passu Intercreditor Agreement or any Collateral without other collateral agency agreement, a collateral sharing agreement or a similar agreement satisfactory to the prior written authorization Administrative Agent pursuant to Section 10.6(a)(iv) with the agent for the holders of Unsecured Indebtedness to provide for the pari passu nature of such Liens and the Liens of the Administrative Agent and to cover such other matters as the Administrative Agent may deem necessary or desirable in order to effectuate the provisions of Section 10.6(a)(iv) (y) and, for the avoidance of doubt, if the release is of all Lien or substantially Liens in all of the Collateral, all of the Lenders, Collateral is or (z) otherwiseare terminated as permitted hereunder, the Required LendersAdministrative Agent may terminate such agreement without the consent of any Loan Party or Lender). Upon request by the Administrative Agent or Borrower at any time, the Requisite Lenders will confirm in writing the Administrative Agent's ’s authority to release any such Liens on or subordinate its interest in particular types or items of Collateral property pursuant to this Section 15.12; provided12.10. In each case as specified in this Section 12.10, howeverthe Administrative Agent will, that (1) Agent shall not be required at the Borrower’s expense, execute and deliver to execute any document necessary the applicable Loan Party such documents as such Loan Party may reasonably request to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, item of Collateral from the assignment and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that security interest granted under the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, Documents or to exercise at all or subordinate its interest in any particular manner or under any duty of caresuch item, disclosure or fidelity, or to continue exercising, any of in each case in accordance with the rights, authorities and powers granted or available to Agent pursuant to any terms of the Loan Documents, it being understood Documents and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided hereinthis Section 12.10.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral or other property of any Loan Party on which the Agent has a Lien (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 7.4 or Section 7.5 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries no Loan Party owned no any interest at the time the Agent's ’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries a Loan Party under a lease that has expired or is terminated in a transaction permitted under this AgreementAgreement or (v) on which the Agent has a recorded Lien but which does not constitute Collateral. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.1216.15; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's ’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower Borrowers in respect of) all interests retained by BorrowerBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower the applicable Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's ’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's ’s own interest in the Collateral in its capacity as one of the Lenders a Lender and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section SECTION 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, Parent or Borrower's its Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, Parent or Borrower's its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement, or (v) to the extent such release is required pursuant to the Intercreditor Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12SECTION 15.11; providedPROVIDED, howeverHOWEVER, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Parent or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Lien on Liens upon any Collateral Collateral: (i) upon (A) the termination of the Commitments and payment and satisfaction in full by Borrower and payment in full, in cash, of all ObligationsLoans and all other Obligations owing to the Administrative Agent and the Lenders and (B) adequate provision has been made for the satisfaction of any indemnification right of the Administrative Agent or any Lender in respect of any asserted claim or any claim, the assertion of which is probable (as determined under applicable accounting standards) (whether or not such claim has been filed or registered with any court, Governmental Authority, or any other governing body, as applicable); or (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is permitted under made in compliance with Section 6.4 7.02 of this Agreement or the other Loan Documents (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent will not execute and deliver a release any of any Lien on any Collateral the Administrative Agent’s Liens without the prior written authorization of (y) if the Required Lenders except that the Administrative Agent shall not release is of all or substantially all of the Collateral, all Collateral without the consent of the Lenders, or (z) otherwise, the Required Lenderseach Lender. Upon request by the Administrative Agent or Borrower the Loan Parties at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any such Liens on granted to the Administrative Agent in the Loan Documents upon particular types or items of Collateral pursuant to this Section 15.129.10. (b) Upon receipt by the Administrative Agent of any authorization required pursuant to Section 9.10(a) from the Required Lenders or all Lenders, as the case may be, of the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent in the Loan Documents upon such Collateral; provided, however, that (1i) the Administrative Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Administrative Agent's ’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, warranty and (2ii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower the Loan Parties in respect of) all interests retained by Borrowerthe Loan Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens granted to the Administrative Agent in the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriateappropriate consistent and in accordance with the terms of this Agreement and the other Loan Documents, in its sole discretion given the Administrative Agent's ’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) Each Lender hereby authorizes the Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Lien on granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full by Borrower of all of the Obligations, ; (ii) constituting property being sold as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property if approved, authorized or ratified in which Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower's Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except writing by all Lenders as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lendersunder Section 12.6(b)(vii). Upon request by the Agent or Borrower at any time, the Lenders will confirm in writing the Agent's ’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12Section. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower Representative, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for its benefit and the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (1i) the Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Agent's ’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty, warranty and (2ii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower or any other Loan Party in respect of) all interests retained by Borrowerany Borrower or any other Loan Party, including, including (without limitation) the proceeds of any salesuch sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (bd) The Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower or any other Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Agent's Liens granted to the Agent pursuant to any of the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent pursuant to in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, omission or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders discretion, and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoingLenders, except to the extent resulting from its gross negligence or willful misconduct as otherwise provided hereindetermined by a court of competent jurisdiction in a final, non-appealable judgment.