Common use of Collateral Matters Clause in Contracts

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.10applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonreasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any certificate prepared Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party in connection therewithParty, nor including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be responsible without recourse to or liable to warranty by the Lenders for any failure to monitor or maintain any portion of the CollateralAdministrative Agent.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Administrative Agent or 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 Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Term Loans and all other outstanding obligations of Borrower hereunder; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.10.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders Each Lender Party (including in its capacities capacity as a potential holder of obligations under any Qualified Hedging Agreement or Cash Management Bank and a potential Hedge BankObligation) irrevocably authorize authorizes the Administrative AgentAgent (and the Administrative Agent shall), at its option and in its discretion (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of the Borrowers hereunder (other than (x) contingent indemnification obligations not yet due and payable and as to which no claim has been made), the expiration or termination of all Letters of Credit (yother than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) obligations and liabilities under Secured Cash Management the termination of all Qualified Hedging Agreements and Secured Hedge (other than Qualified Hedging Agreements as to which other arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank Lender Party shall have been made), ; (Bii) that which is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing in accordance by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Document to the holder of any Lien on such property which is permitted by Section 10.8(c), (d), (k) (with Section 10.01respect to Capital Leases), (l), (m), (q) or (r); or (c) to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty if such entity ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty, pursuant to this Section 9.1014.10. In each case as specified in this Section 9.10, the The Administrative Agent will, for the benefit of the Loan Parties and at the Borrower’s Loan Parties’ expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such Lien granted on any item of Collateral from the assignment and security interest granted collateral under the Security Agreement Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under any Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1014.10. The Administrative Agent Any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not be responsible for require the consent of holders of obligations under any Qualified Hedging Agreement or have a duty Cash Management Obligations. No Lender Party to ascertain whom Cash Management Obligations or inquire into Hedging Obligations are owed that obtain the benefits of Section 12.3 or any representation or warranty regarding the existence, value or collectability Loan Document by virtue of the Collateralprovisions hereof or thereof shall have any right to notice of any action or to consent to, the existence, priority direct or perfection object to any action hereunder or under any other Loan Document or otherwise in respect of the Administrative Agentcollateral (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any other Loan Document) other than in such Lender Party’s Lien thereoncapacity as a Lender and, or any certificate prepared by any Loan Party in connection therewithsuch case, nor shall the Administrative Agent be responsible or liable only to the Lenders for any failure to monitor or maintain any portion of extent expressly provided in the CollateralLoan Documents.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Lender Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) at the time the property that is subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to clause (c) or (d) below; (b) (i) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 7.02(i) and (ii) that the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01the terms of the Security Agreement; and (c) to release any Borrower or any Subsidiary from its obligations under the Loan Documents (and all Liens granted by such Borrower or Subsidiary) if such Person ceases to be a Borrower or a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, each Lender irrevocably authorizes the Administrative Agent willto, at the Borrower’s expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Agreement Instruments, or to subordinate evidence the release of such Guarantor from its interest in such itemobligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of the Company hereunder (other than (x) any Obligation arising solely from any Bank Product Agreement or contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Obligations to the applicable extent no claim giving rise thereto has been asserted) and the expiration or termination of all Letters of Credit (or Cash Management Bank or Hedge Bank shall have been madeCollateralization of all such Letters of Credit), ; (Bii) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document hereunder; or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2 (it being understood that the Administrative Agent may conclusively rely on a certificate from the Company in determining whether the Debt secured by any such Lien is permitted by Section 11.1). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified in this Section 9.10, Each Lender hereby authorizes the Administrative Agent will, to give blockage notices in connection with any Subordinated Debt at the Borrower’s expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralnotices.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions of Section 9.09, each Collateral Agent to (x) enter into the Security Documents and the Intercreditor Agreement for the benefit of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations Secured Parties and (y) obligations enter into any amendments, amendments and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as restatements, restatements or waivers of or supplements to which arrangements satisfactory or other modifications to the applicable Cash Management Bank Intercreditor Agreement or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or enter into a separate intercreditor agreement in connection with the incurrence of any sale Loan Party or other disposition permitted hereunder or under any other Loan Document or Subsidiary thereof of Additional Indebtedness (Cthe “Intercreditor Agreement Supplement”) if approvedto permit such Additional Indebtedness to be secured by a valid, authorized or ratified in writing in accordance perfected lien (with Section 10.01. Upon request such priority as may be designated by the Administrative relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Collateral Agent at any time, or the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Agreement, the Security Documents or the Intercreditor Agreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the Loan Documents powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time, to take any action with respect to any Collateral or perfection of Security Documents which may be necessary to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under this Agreement or under otherwise consented to by the Required Lenders (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Lenders (including in its capacities Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a potential Cash Management Bank and a potential Hedge BankSecured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with by Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.106.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. SECTION 8.08.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions of Section 9.09Security Agent to enter into the Security Documents and the Intercreditor Agreement, each any Pari Passu Intercreditor Agreement, any Second Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Creditors (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentany amendments, at its option amendments and in its discretion to release any Lien on any property granted restatements, restatements or waivers of or supplements to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)modifications to, (B) that is sold or to be sold or otherwise disposed of as part of or such agreements in connection with the incurrence by any sale Credit Party of any Permitted Pari Passu Refinancing Debt, or any Permitted Junior Priority Refinancing Debt or other disposition permitted hereunder or under any other Loan Document or Junior Lien Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request such priority as may be designated by the Administrative Agent at Borrower or relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)). Each Lender hereby agrees, and each holder of any timeNote by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the Loan Documents powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Security Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Documents which may be necessary to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1 if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(d)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified Each Lender hereby authorizes Administrative Agent to give blockage, enforcement or other notices in this Section 9.10connection with any Subordinated Debt, including, without limitation, the Administrative Agent will, at the Borrower’s expense, execute Second Lien Debt and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgileThought Earn-out Obligations.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under this Agreement and any Loan Document other Financing Agreement (Ai) upon termination of the Term Commitments and payment if all Liabilities are Paid in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document hereunder; or (Ciii) subject to Section 12.1, if approved, authorized or ratified in writing by Required Lenders; or (b) to subordinate its interest in accordance with Section 10.01any Collateral to any holder of a Lien on such Collateral which is expressly permitted by this Agreement at any time. Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1011.10. In each case as specified in this Section 9.10, the Administrative Agent will, at and each Lender hereby appoint each other Lender as agent for the Borrowerpurpose of perfecting Administrative Agent’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such itemassets and Collateral which, in each case in accordance with the terms Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of the Loan Documents and this Section 9.10. The any such assets or Collateral, such Lender shall promptly notify Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existencethereof in writing, value or collectability of the Collateraland, the existence, priority or perfection of the promptly upon Administrative Agent’s Lien thereonwritten request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any right individually to enforce or seek to enforce this Agreement or any certificate prepared Financing Agreement or to realize upon any Collateral for the Liabilities unless instructed in writing to do so by any Loan Party in connection therewithAdministrative Agent, nor shall the it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgent.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document Guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified in this Section 9.10, the Each Lender hereby authorizes Administrative Agent will, to give blockage notices in connection with any Subordinated Debt at the Borrower’s expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralnotices.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) that is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to release or subordinate any Lien (and any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), holder of any Lien on such property (Bi) that is sold permitted by Section 8.02(i), so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release or subordination, as the case may be, a certificate of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) if such release or subordination is required under the Term Loan Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be sold a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or otherwise disposed prior to the date of as part release a certificate of or in connection with a Responsible Officer certifying that such transaction is permitted by this Agreement (and the Administrative Agent may rely conclusively on any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedsuch certificate, authorized or ratified in writing in accordance with Section 10.01without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 9.1010.11. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.10.12

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs each of the Agents to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs each of the Agents to review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agents deem necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of Section 9.09this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and a potential Hedge Bank) irrevocably authorize binding upon all of the Lenders. The Administrative Agent and, with the prior approval of the Administrative Agent, at its option and in its discretion to release the Canadian Agent, is hereby authorized on behalf of all of the Lenders, without the necessity of any Lien on any property granted notice to or held by further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent under any Loan Document (A) security interest in and liens upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Collateral granted pursuant to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralDocuments.

Collateral Matters. Without limiting the provisions of Section 9.09(a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each of the Lenders (including in its capacities as a potential Cash Management Bank Product Provider shall be deemed to designate, appoint and a potential Hedge Bankauthorize) irrevocably authorize the Administrative Agent, at its option and in its discretion to release any security interest in, mortgage or Lien on upon, any property granted to or held by of the Administrative Agent under any Loan Document Collateral (Ai) upon termination of the Term Commitments and payment in full and satisfaction of all Finance of the Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory delivery of cash collateral to the applicable Cash Management Bank extent required under Section 14.12 below, or Hedge Bank shall have been made(ii) constituting property being sold or disposed of if the Administrative Borrower or any Loan Party certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 10.5 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (Biii) that is sold constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or to be sold Lien was granted or otherwise disposed at any time thereafter, or (iv) if required or permitted under the terms of as part any of or in connection with any sale or other disposition permitted hereunder or under any the other Loan Document Documents, or (Cv) subject to Section 14.2, if approved, authorized or ratified in writing by the Required Lenders, or (vi) having a value in accordance with Section 10.01the aggregate in any twelve (12) consecutive fiscal month period of less than $5,000,000, and to the extent the Administrative Agent may release its security interest in, and Lien upon, any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by the Lenders. Except as provided above, the Administrative Agent will not release any of the Administrative Agent’s Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may release the Administrative Agent’s Liens on Collateral which constitutes “Notes Priority Collateral”, as such term is defined in the Senior Notes Documents as in effect on the Closing Date, if required pursuant to the Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.1012.10. In each case no event shall the consent or approval of Issuing Lender or any Bank Product Provider (in its capacity as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver such) to the Borrower such documents as the Borrower may reasonably request to evidence the any release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralrequired.

Collateral Matters. Without limiting Each Lender authorizes and directs Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Agent in accordance with the provisions of Section 9.09this Loan Agreement or the other Loan Documents, each and the exercise by Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Loan Agreement and the other Loan Documents. Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other outstanding obligations of Borrower hereunder; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Ciii) subject to Section 13.4, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with Section 10.01any Collateral to any holder of a Lien on such Collateral which is permitted hereunder (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Indebtedness secured by any such Lien is permitted hereunder). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral12.11.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i), 11.2(d)(iii) or 11.2(k) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions of Section 9.09, each Collateral Agent to enter into the Security Documents and the Senior Secured Notes Intercreditor Agreement for the benefit of the Lenders (including and the other Secured Creditors. In addition, from immediately prior to and after the issuance of any Second Lien Notes, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the Second Lien Notes Intercreditor Agreement and any amendments to the Security Documents that may be necessary in its capacities as a potential Cash Management Bank connection therewith for the benefit of the Lenders and a potential Hedge Bank) irrevocably authorize the Administrative AgentSecured Creditors. The Collateral Agent agrees, at its option for the benefit of all parties to this Agreement, to negotiate in good faith and in its discretion a timely manner the Second Lien Notes Intercreditor Agreement and any necessary amendments to release the Security Documents, in each case, on customary terms and, to the extent that the respective parties have agreed to such terms, to enter into such documents immediately prior to such issuance. Each Lender hereby agrees, and each holder of any Lien on any property granted to or held Note by the Administrative Agent under acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request action taken by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Agreement, the Senior Secured Notes Intercreditor Agreement, the Second Lien Notes Intercreditor Agreement or the Security Documents, and the exercise by the Required Lenders of the Loan Documents powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Documents which may be necessary to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting (a) The Administrative Agent is a “representative” of the provisions Lenders and the other Secured Parties within the meaning of Section 9.09, the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents and the other Loan Documents and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders (including any Collateral Documents necessary or appropriate to grant and perfect a Lien on such Collateral in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by Agent upon any Collateral (i) as described in Section 9.4; (ii) as permitted by, but only in accordance with, the Administrative Agent under any Loan Document (A) upon termination terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or Collateral Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the 159 Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Section 9.10. In each case Agreement or any other Loan Document, or consented to in writing by the Majority Lenders or all of the Lenders, as specified in this Section 9.10applicable, the Administrative Agent will, at is hereby irrevocably authorized by the Borrower’s expense, Lenders to execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonopinion, or any certificate prepared by any Loan Party in connection therewith, nor shall would expose the Administrative Agent be responsible to liability or liable create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Relevant Party in respect of) all interests retained by Borrower or any of its Affiliates, including (without limitation) the proceeds of the sale, all of which shall continue to the Lenders for any failure to monitor or maintain any portion constitute part of the Collateral.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “ representative” of the Secured Parties within the meaning of the term “ secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Banking Services Obligations and no Swap Agreement the obligations under which constitute Swap Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Lenders (including in its capacities Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a potential Cash Management Bank and a potential Hedge BankSecured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with by Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.106.02(a). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.94

Collateral Matters. Without limiting (a) Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of Section 9.09, this Agreement and each of the Lenders (including in its capacities other Operative Agreement and to exercise such powers and perform such duties as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion are expressly delegated to release any Lien on any property granted to or held it by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the Loan Documents and contrary contained elsewhere in this Section 9.10. The Agreement or in any other Operative Agreement, Administrative Agent shall not be responsible for have any duties or have responsibilities, except those expressly set forth herein and in any other Security Document to which it is a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewithparty, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 6.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be responsible or liable entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 6 with respect to the Lenders for Operative Agreements and the transactions contemplated therein, including without limitations any failure acts taken or omissions suffered by Administrative Agent in connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 6 included Administrative Agent with respect to monitor such documents, transactions, acts or maintain any portion of omissions, and (ii) as additionally provided in this Agreement and the Collateralother Operative Agreements with respect to Administrative Agent.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer of 109 assets constituting Collateral which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.10applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonreasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any certificate prepared Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party in connection therewithParty, nor including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be responsible without recourse to or liable to warranty by the Lenders for any failure to monitor or maintain any portion of the CollateralAdministrative Agent.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party's right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a "representative" of the Secured Parties within the meaning of the term "secured party" as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Lenders (including in its capacities Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a potential Cash Management Bank and a potential Hedge BankSecured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with by Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.106.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s 's Lien thereon, thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.. SECTION 8.08

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) Each Lender Party irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of the Borrowers hereunder (other than (x) contingent indemnification obligations not yet due and payable and as to which no claim has been made), the expiration or termination of all Letters of Credit (yother than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge the termination of all Qualified Hedging Agreement (other than Qualified Hedging Agreements as to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank Lender Party shall have been made), ; (Bii) that which is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document 109 or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing in accordance by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Document to the holder of any Lien on such property which is permitted by Section 10.8(c), (d), (k) (with Section 10.01respect to Capital Leases), (l), (m), (q) or (r); or (c) to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty if such entity ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary from its obligations under the Subsidiary Guaranty, pursuant to this Section 9.1014.10. In each case Any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Qualified Hedging Agreement or Cash Management Obligations. No Lender Party to whom Cash Management Obligations or Hedging Obligations are owed that obtain the benefits of Section 12.3 or any Loan Document by virtue of the provisions hereof or thereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the collateral (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any other Loan Document) other than in such Lender Party’s capacity as specified a Lender and, in this Section 9.10such case, the Administrative Agent will, at the Borrower’s expense, execute and deliver only to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest extent expressly provided in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralDocuments.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under this Agreement and any Loan Document other Financing Agreement (Ai) upon termination of the Term Commitments and payment if all Liabilities are indefeasibly paid in full of all Finance Obligations in cash; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of of, financed or refinanced, as part of or in connection with any sale sale, disposition, financing or other disposition refinancing which is expressly permitted hereunder by this Agreement or under the Term Loan Agreement at any other Loan Document time; or (Ciii) subject to Section 13.1, if approved, authorized or ratified in writing by Required Lenders; or (b) to subordinate its interest in accordance with Section 10.01any Collateral to any holder of a Lien on such Collateral which is expressly permitted by this Agreement at any time. Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1013.10. In each case as specified in this Section 9.10, the Administrative Agent will, at and each Lender hereby appoint each other Lender as agent for the Borrowerpurpose of perfecting Administrative Agent’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such itemassets and Collateral which, in each case in accordance with the terms Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of the Loan Documents and this Section 9.10. The any such assets or Collateral, such Lender shall promptly notify Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existencethereof in writing, value or collectability of the Collateraland, the existence, priority or perfection of the promptly upon Administrative Agent’s Lien thereonwritten request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any right individually to enforce or seek to enforce this Agreement or any certificate prepared Financing Agreement or to realize upon any Collateral for the Liabilities unless instructed in writing to do so by any Loan Party in connection therewithAdministrative Agent, nor shall the it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgent.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the 105 terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.10applicable, and upon at least five (5) Business Days’ prior written request by the Company to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonopinion, or any certificate prepared by any Loan Party in connection therewith, nor shall would expose the Administrative Agent be responsible to liability or liable create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to the Lenders for any failure to monitor or maintain any portion constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination as described in Section 9.02(e); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral to any Person other than another Loan Party which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.10applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonreasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any certificate prepared Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party in connection therewithParty, nor including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be responsible without recourse to or liable to warranty by the Lenders for any failure to monitor or maintain any portion of the Collateral.Administrative Agent. 106

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1 if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(d)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified Each Lender hereby authorizes 107 Administrative Agent to give blockage, enforcement or other notices in this Section 9.10connection with any Subordinated Debt, including, without limitation, the Administrative Agent will, at the Borrower’s expense, execute Second Lien Debt and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgileThought Earn-out Obligations.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit (other than (x) contingent indemnification obligations and which are not threatened or pending); (yii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions of Section 9.09Collateral Agent to enter into (x) the Security Documents, each the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement for the benefit of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentother Secured Parties, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations any amendments, amendments and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as restatements, restatements or waivers of or supplements to which arrangements satisfactory or other modifications to the applicable Cash Management Bank or Hedge Bank shall have been made)Security Documents, (B) that is sold or to be sold or otherwise disposed of as part of or the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement in connection with the incurrence by any sale Loan Party of Indebtedness pursuant to Section 8.01(c) or other disposition Permitted Incremental Equivalent Debt, as applicable, or to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted hereunder or under any other Loan Document by Section 8.01(b) or (Cc) if approvedor Permitted Incremental Equivalent Debt, authorized or ratified in writing as applicable). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with Section 10.01. Upon request the provisions of this Agreement or the Security Documents, and the exercise by the Administrative Agent at any time, the Required Lenders will confirm in writing of the Administrative Agent’s authority powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to release or subordinate its further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in particular types or items of property and liens upon the Collateral granted pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents and in the case of the ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or any other Intercreditor Agreement to subordinate its interest in such item, in each case take all actions (and execute all documents) required or deemed advisable by it in accordance with the terms thereof. Notwithstanding anything contained in this Agreement or any Collateral or Security Documents, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents and this Section 9.10. The Administrative Agent shall not may be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared exercised solely by any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral and Security Documents may be responsible exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or liable similar enforcement action by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for any failure to monitor the purpose of bidding and making settlement or maintain payment of the purchase price for all or any portion of the CollateralCollateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition. Notwithstanding the provisions of this Section 11.10, the Collateral Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Credit Party. Each Lender also authorizes and directs the Agent to review and approve all Lockbox/Deposit Account Control Agreements regarding the Lockboxes and the Lockbox Accounts, Third-Party Accounts, the Cash Concentration Account and all other deposit or other accounts on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Loans and any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the Collateral.Security Documents. 115

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under this Agreement and any Loan Document other Financing Agreement (Ai) upon termination of the Term Commitments and payment if all Liabilities are indefeasibly paid in full of all Finance Obligations in cash; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of of, financed or refinanced, as part of or in connection with any sale sale, disposition, financing or other disposition refinancing which is expressly permitted hereunder by this Agreement or under the Revolving Loan Agreement at any other Loan Document time; or (Ciii) subject to Section 13.1, if approved, authorized or ratified in writing by Required Lenders; or (b) to subordinate its interest in accordance with Section 10.01any Collateral to any holder of a Lien on such Collateral which is expressly permitted by this Agreement or the Revolving Loan Agreement at any time. Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1013.10. In each case as specified in this Section 9.10, the Administrative Agent will, at and each Lender hereby appoint each other Lender as agent for the Borrowerpurpose of perfecting Administrative Agent’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such itemassets and Collateral which, in each case in accordance with the terms Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of the Loan Documents and this Section 9.10. The any such assets or Collateral, such Lender shall promptly notify Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existencethereof in writing, value or collectability of the Collateraland, the existence, priority or perfection of the promptly upon Administrative Agent’s Lien thereonwritten request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any right individually to enforce or seek to enforce this Agreement or any certificate prepared Financing Agreement or to realize upon any Collateral for the Liabilities unless instructed in writing to do so by any Loan Party in connection therewithAdministrative Agent, nor shall the it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgent.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Lender Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) at the time the property that is subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to clause (c) or (d) below; (b) (i) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 7.02(i) and (ii) that the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01the terms of the Security Agreement; and (c) to release any Borrower or any Subsidiary from its obligations under the Loan Documents (and all Liens granted by such Borrower or Subsidiary) if such Person ceases to be a Borrower or a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, each Lender irrevocably authorizes the Administrative Agent willto, at the Borrower’s expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Agreement Instruments, or to subordinate evidence the release of such Guarantor from its interest in such itemobligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting (a) Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of Section 9.09, this Agreement and each of the Lenders (including in its capacities other Operative Agreement and to exercise such powers and perform such duties as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion are expressly delegated to release any Lien on any property granted to or held it by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the Loan Documents and contrary contained elsewhere in this Section 9.10. The Agreement or in any other Operative Agreement, Administrative Agent shall not be responsible for have any duties or have responsibilities, except those expressly set forth herein and in any other Security Document to which it is a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewithparty, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 6.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents; and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be responsible or liable entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 6 with respect to the Lenders for Operative Agreements and the transactions contemplated therein, including without limitations any failure acts taken or omissions suffered by Administrative Agent in connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 6 included Administrative Agent with respect to monitor such documents, transactions, acts or maintain any portion of omissions, and (ii) as additionally provided in this Agreement and the Collateralother Operative Agreements with respect to Administrative Agent.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Lenders Collateral or to enforce any Guarantee of the Guaranteed Obligations (including as defined in its capacities as a potential Cash Management Bank the Guarantee and a potential Hedge Bank) irrevocably authorize Security Agreement), it being understood and agreed that all powers, rights and remedies under the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held Loan Documents may be exercised solely by the Administrative Agent under any Loan Document (A) upon termination and/or the Collateral Agent on behalf of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case Parties in accordance with the terms thereof. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Hedging Agreement the obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Hedging Agreements shall be deemed to have appointed the Administrative Agent and Collateral Agent to serve as administrative agent and collateral agent, respectively, under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 9.10paragraph. The (c) Neither the Administrative Agent nor the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon, thereon or any certificate prepared by any Loan Party Obligor in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. 126 00000000.00.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Administrative Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Administrative Agent deems necessary in order to obtain any Acknowledgment Agreement from any customer, landlord, warehouseman, filler, packer or processor of any Obligor. Each Lender also authorizes and directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Accounts Agreements) on such terms as the Administrative Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting (a) Each Lender hereby irrevocably (subject to Section 7.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of Section 9.09, this Agreement and each of the Lenders (including in its capacities other Operative Agreement and to exercise such powers and perform such duties as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion are expressly delegated to release any Lien on any property granted to or held it by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the Loan Documents and contrary contained elsewhere in this Section 9.10. The Agreement or in any other Operative Agreement, Administrative Agent shall not be responsible for have any duties or have responsibilities, except those expressly set forth herein and in any other Security Document to which it is a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewithparty, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 7.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be responsible or liable entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 7 with respect to the Lenders for Operative Agreements and the transactions contemplated therein, including without limitations any failure acts taken or omissions suffered by Administrative Agent in connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 7 included Administrative Agent with respect to monitor such documents, transactions, acts or maintain any portion of omissions, and (ii) as additionally provided in this Agreement and the Collateralother Operative Agreements with respect to Administrative Agent.

Collateral Matters. Without limiting Administrative Agent is authorized on behalf of the provisions Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 9.097.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of the Lenders this paragraph (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) a). Each Secured Party irrevocably authorize the authorizes Administrative Agent, at its option and in its discretion Agent to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral: (Ai) upon termination of the Term Commitments Commitments, termination, and payment in full of all Finance Obligations payable under this Agreement, under any other Loan Document; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under this Agreement or under any the other Loan Document Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; or (Cv) if approved, authorized or ratified in writing in accordance with by the applicable Majority Lenders or all the Lenders, as the case may be, as required by Section 10.019.01. Upon the request by of the Administrative Agent at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.108.10. In By accepting the benefit of the Liens granted pursuant to the Security Instruments, each case as specified Secured Party not party hereto hereby agrees to the terms of this paragraph (b). The Administrative Agent has adopted internal policies and procedures requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). The Administrative Agent will post on the applicable electronic platform (or otherwise distribute to each Lender) documents that it receives in this Section 9.10connection with the Flood Laws. However, the Administrative Agent willreminds each Lender and participant that, at the Borrower’s expense, execute and deliver pursuant to the Borrower such documents Flood Laws, each federally regulated lender (whether acting as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement a Lender or to subordinate participant) is responsible for assuring its interest in such item, in each case in accordance own compliance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralflood insurance requirements.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to (i) release any Lien on any property granted to or held by the Administrative Agent under any Loan Security Document (A) upon termination of the Term Commitments Delayed Draw Commitment and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise 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 permitted hereunder 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 other Loan Security Document constituting property described in Section 5.2(d) (it being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the identification of any property described in Section 5.2(d)), and (iii) release any Guarantor from the Guaranty shall be terminated (and release any Lenders Lien granted to or (Cheld by Administrative Agent on the assets of such Guarantor and the Equity Interestsequity interests in such Guarantor shall be terminated) if approvedas 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, authorized merged, consolidated, dissolved or ratified in writing liquidated in accordance with Section 10.01witha Subsidiary as a result of a transaction permitted under this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or and/or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.1010.9. In each case as specified in this Section 9.10Each Lender acknowledges that it has received a copy of the Intercreditor Agreements, authorizes the Administrative Agent willto enter into the same, at the Borrower’s expense, execute and deliver agrees to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate be bound by its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralterms.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) hereby irrevocably authorize the Administrative Agent, at its option and in its discretion sole discretion, to release any Lien on Administrative Agent's Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by 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 granted being sold or disposed of if the Borrowers certify to or held by the Administrative Agent that the sale or disposition is made in compliance with SECTION 7.9 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to the Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Administrative Agent will not release any Loan Document (A) upon termination of the Term Commitments Administrative Agent's Liens without the prior written authorization of the Lenders; PROVIDED that the Administrative Agent may, in its discretion, release the Administrative Agent's Liens on Collateral valued in the aggregate not in excess of $500,000, or the Foreign Currency Equivalent thereof, during each Fiscal Year without the prior written authorization of the Lenders and payment the Administrative Agent may release the Administrative Agent's Liens on Collateral valued in full the aggregate not in excess of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to $1,000,000, or the applicable Cash Management Bank or Hedge Bank shall have been made)Foreign Currency Equivalent thereof, (B) that is sold or to be sold or otherwise disposed during each Fiscal Year with the prior written authorization of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01Required Lenders. Upon request by the Administrative Agent or the Borrowers at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in any Administrative Agent's Liens upon particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralSECTION 12.11.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.10applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonreasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any certificate prepared Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party in connection therewithParty, nor including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be responsible without recourse to or liable to warranty by the Lenders for any failure to monitor or maintain any portion of the CollateralAdministrative Agent.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Lender Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) that is Disposed (other than to a Loan Party) or to be Disposed (provided such release occurs substantially concurrently with or at any time after consummation of the Disposition) as part of or in connection with any Disposition permitted hereunder or under any other Loan Document (provided that the Borrower shall, upon the reasonable request of the Administrative Agent, certify to the Administrative Agent that any such Disposition and release of the Administrative Agent’s Lien is permitted by the Loan Documents), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is expressly permitted hereunder to be senior to the Liens securing the Obligations; and (Ac) upon termination to release any Subsidiary from its obligations under the Loan Documents (and all Liens granted by such Subsidiary) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided, that with respect to the foregoing clauses (a)(ii) and (c), such release(s) shall not be subject to Administrative Agent’s discretion if such Disposition is made in compliance with the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each Anything contained in any of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize Credit Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, at its option the Agent-Related Persons, the Lenders and in its discretion the Letter of Credit Issuing Banks hereby agree that (i) no Secured Party shall have any right individually to release realize upon any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold Collateral or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under enforce the Security Agreement or to subordinate its interest in such itemany other Security Document, in each case it being understood and agreed that all powers, rights and remedies under any of the Security Documents may be exercised solely by the Administrative Agent, the Collateral Agent or the Sub-Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent or Sub-Collateral Agent for the benefit of the Loan Documents Secured Parties in accordance with the terms thereof, and this Section 9.10. The Administrative Agent shall not be responsible for (ii) in the event of a foreclosure or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of similar enforcement action by the Administrative Agent’s Lien thereon, Collateral Agent (or the Sub-Collateral Agent) on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent, the Collateral Agent or the Sub-Collateral Agent (or any certificate prepared by Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any Loan Party in connection therewith, nor shall or all of such Collateral at any such sale or other disposition and the Administrative Agent, the Collateral Agent or the Sub-Collateral Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be responsible entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or liable to payment of the Lenders purchase price for any failure to monitor all or maintain any portion of the CollateralCollateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent, the Collateral Agent or the Sub-Collateral Agent at such sale or other disposition.

Collateral Matters. Without limiting Each Secured Party authorizes and directs the provisions Agent to enter into the Guaranty and the Pledge Agreement, and any other Security Documents. The Agent is hereby authorized on behalf of Section 9.09each Secured Party, each without the necessity of any notice to or further consent from any Secured Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral, the Notes, or the other Security Documents that may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to any of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably foregoing documents. Secured Parties hereby authorize the Administrative Agent, at its his option and in its discretion his discretion, to release any Lien on any property lien granted to or held by the Administrative Agent under upon any Loan Document (A) Collateral upon termination of the Term Commitments Secured Obligations and payment in full cash and satisfaction of all Finance Obligations (other than (x) contingent indemnification of the obligations and (y) obligations and liabilities at any time arising under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale respect of this Agreement, the Notes, the other Security Documents, or other disposition permitted hereunder the transactions contemplated hereby or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01thereby. Upon request by the Administrative Agent at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.109(i). In each case Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by Secured Parties, as specified in this Section 9.10applicable, and upon at least five (5) business days’ prior written request by any Debtor, the Administrative Agent will, at the Borrower’s expense, shall (and is hereby irrevocably authorized by Secured Parties to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item the liens granted to the Agent for the benefit of Secured Parties herein or pursuant hereto upon the Collateral from that was sold or transferred; provided, that (i) the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or have a duty to ascertain create any obligation or inquire into entail any representation consequence other than the release of such liens without recourse or warranty regarding and (ii) such release shall not in any manner discharge, affect or impair the existenceSecured Obligations or any liens upon all interests retained by any Debtor, value including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or collectability transfer of Collateral, or any foreclosure with respect to any of the Collateral, the existence, priority or perfection Agent shall be authorized to deduct all of the Administrative Agent’s Lien thereonexpenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. The Agent shall have no obligation whatsoever to Secured Parties or to any other person to assure that the Collateral exists or is owned by any Debtor or is cared for, protected or insured or that the liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9(i) or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any certificate prepared by act, omission or event related thereto, the Agent may act in any Loan Party manner he may deem appropriate, in connection therewithhis sole discretion, nor given the Agent’s own interest in the Collateral as one of Secured Parties and that the Agent shall the Administrative Agent be responsible have no duty or liable liability whatsoever to the Lenders Secured Parties, except for any failure to monitor his gross negligence or maintain any portion of the Collateralwillful misconduct.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in --------- order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including 91 the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions of Section 9.09Collateral Agent to enter into (x) the Security Documents, each the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement for the benefit of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentother Secured Parties, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations any amendments, amendments and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as restatements, restatements or waivers of or supplements to which arrangements satisfactory or other modifications to the applicable Cash Management Bank or Hedge Bank shall have been made)Security Documents, (B) that is sold or to be sold or otherwise disposed of as part of or the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement in connection with the incurrence by any sale Loan Party of Indebtedness pursuant to Section 8.01(c) or other disposition Permitted Incremental Equivalent Debt, as applicable, or to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted hereunder or under any other Loan Document by Section 8.01(b) or (Cc) if approvedor Permitted Incremental Equivalent Debt, authorized or ratified in writing as applicable). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with Section 10.01. Upon request the provisions of this Agreement or the Security Documents, and the exercise by the Administrative Agent at any time, the Required Lenders will confirm in writing of the Administrative Agent’s authority powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to release or subordinate its further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in particular types or items of property and liens upon the Collateral granted pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents and in the case of the ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or any other Intercreditor Agreement to subordinate its interest in such item, in each case take all actions (and execute all documents) required or deemed advisable by it in accordance with the terms thereof. Notwithstanding anything contained in this Agreement or any Collateral or Security Documents, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents and this Section 9.10. The Administrative Agent shall not may be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared exercised solely by any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral and Security Documents may be responsible exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or liable similar enforcement action by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for any failure to monitor the purpose of bidding and making settlement or maintain payment of the purchase price for all or any portion of the CollateralCollateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Administrative Agent or 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 Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other outstanding obligations of Borrower hereunder and the expiration or termination or Cash Collateralization of all Letters of Credit; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified in this Section 9.10, the Each Lender hereby authorizes Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party give blockage notices in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for with any failure to monitor or maintain any portion of the CollateralSubordinated Debt.

Collateral Matters. Without limiting (A) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of the Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) hereby irrevocably authorize the Administrative AgentAgent to, at its option and in its discretion to release any Lien on any property granted to or held by upon request of Foamex, the Administrative Agent under shall, release any Loan Document Agent's Liens upon any Collateral (Ai) upon termination payment and satisfaction in full by the Borrowers of all Obligations and the Term Commitments payment and payment satisfaction in full of all Finance other Obligations (other than Contingent Obligations at Termination); (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to constituting property being sold or disposed of or property of a Subsidiary all of the equity interests of which arrangements satisfactory are being sold or disposed of if a Borrower certifies to the applicable Cash Management Bank or Hedge Bank shall have been made), Administrative Agent (Band the Administrative Agent agrees with such certification) that is sold or to be sold or otherwise disposed of as part of or in connection with any the sale or other disposition permitted hereunder is made in compliance with Section 7.11 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which each of the Loan Parties certifies that no Loan Party owned an interest in such property at the time the Lien was granted or under at any other Loan Document time thereafter; or (Civ) if approvedconstituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, authorized or ratified the Administrative Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may, in writing its discretion, release the Agent's Liens on Collateral valued in accordance the aggregate not in excess of $2,000,000 during the term of this Agreement without the prior written authorization of the Lenders and the Administrative Agent may release the Agent's Liens on Collateral valued in the aggregate not in excess of $3,500,000 during the term of this Agreement with Section 10.01the prior written authorization of the Majority Lenders. Upon request by the Administrative Agent or a Borrower at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in any Agent's Liens upon particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral12.11.

Collateral Matters. Without limiting The Administrative Agent in such capacity is a “representative” of the provisions Lenders within the meaning of Section 9.09, the term “secured party” as defined in the Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Facility Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Facility Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders (including upon the terms of such documents. In the event that any Collateral and/or Pledged Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and is hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Facility Documents necessary or appropriate to grant and perfect a Lien on such Collateral and Pledged Collateral in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably favor of the Administrative Agent on behalf of the Lenders. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral and Pledged Collateral (Ai) upon termination as described herein and the Pledge Agreement; (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Facility Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Majority Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will shall confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral and Pledged Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral and/or Pledged Collateral which is permitted pursuant to this Section 9.10. In each case as specified the terms of any Facility Document, or consented to in this Section 9.10writing by the Majority Lenders, the Administrative Agent willshall (and is hereby irrevocably authorized by the Lenders to) take such actions as set forth herein and the Pledge Agreement, at as applicable; provided, however, that (i) the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonopinion, or any certificate prepared by any Loan Party in connection therewith, nor shall would expose the Administrative Agent be responsible to liability or liable to create any obligation or entail any consequence other than the Lenders for release of such Liens without recourse or warranty and (ii) such release shall not in any failure to monitor manner discharge, affect or maintain impair the Secured Obligations or any portion Liens upon (or obligations of any Borrower or the Pledgor in respect of) all interests retained by the Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral and all interests retained by the Pledgor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Pledged Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of Borrowers hereunder and the expiration or termination of all Letters of Credit; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document hereunder; or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(ii) (it being understood that the Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). The Lenders further irrevocably authorize the Administrative Agent to release any Lien held by the Administrative Agent with Section 10.01respect to certain real property previously owned by Roadrunner (and sold by Roadrunner prior to the Closing Date) located in Vilas County, Wisconsin, and the Administrative Agent hereby agrees to deliver such release to Borrowers on or promptly following the Closing Date. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified in this Section 9.10, Each Lender hereby authorizes the Administrative Agent will, to give blockage notices in connection with any Subordinated Debt at the Borrower’s expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralnotices.

Collateral Matters. Without limiting (a) Administrative Agent is authorized on behalf of the provisions Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Required Lenders as set forth in Section 9.097.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of the Lenders this paragraph (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka). (b) Each Secured Party irrevocably authorize the authorizes Administrative Agent, at its option and in its discretion Agent to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral: (Ai) upon termination of the Term Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been made), termination of all Hedge Contracts with Swap Counterparties that are secured by the Liens on the Collateral (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in writing at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made), and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements as Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank Swap Counterparty and the Borrower have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in writing at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made), ; (Bii) that is constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under this Agreement or under any the other Loan Document Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; or (Cv) if approved, authorized or ratified in writing in accordance with by the applicable Required Lenders or all the Lenders, as the case may be, as required by Section 10.019.01. Upon the request by of the Administrative Agent at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.108.08. In each case as specified in this Section 9.10, 76 By accepting the Administrative Agent will, at benefit of the Borrower’s expense, execute and deliver Liens granted pursuant to the Borrower such documents as the Borrower may reasonably request Security Instruments, each Secured Party not party hereto hereby agrees to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralparagraph (b).

Collateral Matters. Without limiting Each Lender (and by accepting the benefits of the Collateral, each other Secured Party) authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders (and such other Secured Parties). Each Secured Party hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Required Lenders of the Lenders (including in its capacities powers set forth herein or therein, together with such other powers as a potential Cash Management Bank are reasonably incidental thereto, shall be authorized and a potential Hedge Bank) binding upon all Secured Parties. Administrative Agent is hereby authorized on behalf of all Secured Parties, without the necessity of any notice to or further consent from any Secured Party to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit (other than (x) contingent indemnification obligations and which are not threatened or pending); (yii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document hereunder; or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified in this Section 9.10, At no time shall any Secured Party that is not the Administrative Agent willor a Lender hereunder have a right to vote on any matters hereunder, at including the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the full release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of all Liens on the Collateral.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document Guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified in this Section 9.10, the Each Lender hereby authorizes Administrative Agent will, to give blockage notices in connection with any Subordinated Debt at the Borrower’s expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralnotices.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of the Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the Collateral.Security Documents. 105

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination as described in Section 9.02(d) or in Section 5.09(e); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified applicable (or otherwise in this Section 9.10connection with any permitted release), and promptly after written request by the Borrower or any other Loan Party to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may be necessary or reasonably request requested to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Secured Parties in or pursuant to any Loan Documents and this Section 9.10. The Document upon the Collateral that was sold or transferred or otherwise permitted to be released from any such Liens; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonreasonable and good faith opinion, would expose the Administrative Agent to liability or create any obligation (other than customary further assurances) or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any certificate prepared Liens upon (or obligations of the Loan Parties in 105 respect of) all interests retained by any Loan Party in connection therewithParty, nor including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be responsible without recourse to or liable to warranty by the Lenders for any failure to monitor or maintain any portion of the CollateralAdministrative Agent.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Except with respect to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed exercise of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing setoff rights in accordance with Section 10.01. Upon request 10.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Lender shall have any right individually to realize upon any collateral or enforce any part of this Agreement, the other Loan Documents or the Required Third Party Documents with respect to the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent at any time, on behalf of the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms thereof. In its capacity, Administrative Agent is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the UCC. In the event that any collateral is hereafter pledged by any Person as collateral security for the Obligations, Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and this Section 9.10. The perfect a Lien on such collateral in favor of Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability on behalf of the CollateralLenders. With respect to any action by Administrative Agent to enforce the rights and remedies of Administrative Agent and the Lenders under this Agreement and the other Loan Documents, each Lender hereby consents to the existence, priority or perfection jurisdiction of the Administrative Agent’s Lien thereoncourt in which such action is maintained, or any certificate prepared by any Loan Party in connection therewith, nor shall the and agrees to deliver its Note to Administrative Agent be responsible or liable to the extent necessary to enforce the rights and remedies of Administrative Agent for the benefit of the Lenders under the Mortgage in accordance with the provisions hereof. Each Lender agrees to indemnify each of the other Lenders for any failure to monitor loss or maintain any portion damage suffered or cost incurred by such other Lender (including without limitation, attorneys’ fees and expenses and other costs of defense) as a result of the Collateralbreach of this Section 10.07 by such Lender.

Collateral Matters. Without limiting (a) The benefit of the Security Documents and the provisions of this Agreement and the other Loan Documents relating to the Collateral shall also extend to, secure and be available on a pro rata basis (as set forth in Section 9.0910.06) to (i) each Lender Derivative Party with respect to any Obligations of Parent, Borrower or any Subsidiary arising under Derivative Transactions with a Lender Derivative Party and (ii) each of the Lenders (including in its capacities as a potential Cash Management Bank with respect to any Cash Management Obligations of Parent, Borrower or any Subsidiary arising under Cash Management Agreements with a Cash Management Bank, in each case, until the Security Termination Date (and notwithstanding that the outstanding Loan Obligations have been repaid in full and the Commitments have terminated); provided that with respect to any Derivative Transaction with a potential Hedge Bank) irrevocably authorize Lender Derivative Party that is secured at such time as the counterparty thereto is not a Lender or an Affiliate of a Lender or the outstanding Loan Obligations have been repaid in full and the Commitments have terminated, the provisions of Article XI shall also continue to apply to such counterparty in consideration of its benefits hereunder and each such counterparty shall, if requested by Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, promptly execute and deliver to the Borrower Administrative Agent all such documents as the Borrower may other documents, agreements and instruments reasonably request requested by Administrative Agent to evidence the release continued applicability of such item the provisions of Collateral from Article XI. Notwithstanding the assignment foregoing, no Lender Derivative Party and security interest granted no Cash Management Bank shall have any voting or consent rights under the Security this Agreement or to subordinate its interest in such item, in each case in accordance with the terms any Security Document as a result of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for existence of Obligations owed to it under any Derivative Transactions, Derivative Contracts or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared Cash Management Agreements that are secured by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Document.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Administrative Agent to act as its collateral agent and, in such capacity, to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the forms Acknowledgment Agreement attached hereto as Exhibits B and C as the Administrative Agent deems necessary in order to obtain any Acknowledgment Agreement from any customer, landlord, warehouseman, filler, packer or processor of any Credit Party. Each Lender also authorizes and directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Accounts Agreements) on such terms as the Administrative Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Lenders Collateral or to enforce any Guarantee of the Guaranteed Obligations (including as defined in its capacities as a potential Cash Management Bank the Guarantee and a potential Hedge Bank) irrevocably authorize Security Agreement), it being understood and agreed that all powers, rights and remedies under the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held Loan Documents may be exercised solely by the Administrative Agent under any Loan Document (A) upon termination and/or the Collateral Agent on behalf of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case Parties in accordance with the terms thereof. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Hedging Agreement the obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Hedging Agreements shall be deemed to have appointed the Administrative Agent and Collateral Agent to serve as administrative agent and collateral agent, respectively, under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 9.10paragraph. The (c) Neither the Administrative Agent nor the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon, thereon or any certificate prepared by any Loan Party Obligor in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.. (139)

Collateral Matters. Without limiting In its capacity as Administrative Agent, the provisions Administrative Agent is a “representative” of Section 9.09, the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. In the event that any Pledged Equity is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Pledged Equity in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Pledged Equity: (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Pledged Equity pursuant hereto. Upon any sale or transfer of assets constituting Pledged Equity which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.10applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Pledged Equity that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonopinion, or any certificate prepared by any Loan Party in connection therewith, nor shall would expose the Administrative Agent be responsible to liability or liable to create any obligation or entail any consequence other than the Lenders for release of such Liens without recourse or warranty, and (ii) such release shall not in any failure to monitor manner discharge, affect or maintain impair the Obligations or any portion Liens upon (or obligations of the CollateralBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Pledged Equity.

Collateral Matters. Without limiting Administrative Agent is authorized on behalf of the provisions Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. Administrative Agent is further authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Required Lenders as set forth in Section 9.09, each 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) under the Loan Documents or applicable law. Each Lender irrevocably authorize the authorizes Administrative Agent, at its option and in its discretion Agent to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral: (Aa) upon termination of the Term Commitments Commitments, termination or expiration of all Letters of Credit, and payment in full of all Finance Obligations payable under this Agreement and under any other Loan Document; (other than (xb) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under this Agreement or under any the other Loan Document Documents; (c) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; or (Ce) if approved, authorized or ratified in writing in accordance with by the applicable Required Lenders or all the Lenders, as the case may be, as required by Section 10.019.01. Upon the request by of the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral8.09.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, each no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination as described in Section 9.02(e); (ii) as permitted by, but only in accordance with, the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document; or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 9.10. In each case the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.10applicable, and upon at least five (5) Business Days’ prior written request by Holdings to the Administrative Agent, the Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest Liens granted under to the Security Agreement or to subordinate its interest in such item, in each case in accordance with Administrative Agent for the terms benefit of the Loan Documents and this Section 9.10. The Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be responsible for or have a duty required to ascertain or inquire into execute any representation or warranty regarding the existencesuch document on terms which, value or collectability of the Collateral, the existence, priority or perfection of in the Administrative Agent’s Lien thereonopinion, or any certificate prepared by any Loan Party in connection therewith, nor shall would expose the Administrative Agent be responsible to liability or liable create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner 103 discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of Holdings or any Subsidiary in respect of) all interests retained by Holdings or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to the Lenders for any failure to monitor or maintain any portion constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs each of the Agents to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs each of the Agents to review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agents deem necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in 116 accordance with the provisions of Section 9.09this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and a potential Hedge Bank) irrevocably authorize binding upon all of the Lenders. The Administrative Agent and, with the prior approval of the Administrative Agent, at its option and in its discretion to release the Canadian Agent, is hereby authorized on behalf of all of the Lenders, without the necessity of any Lien on any property granted notice to or held by further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent under any Loan Document (A) security interest in and liens upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Collateral granted pursuant to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralDocuments.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified in this Section 9.10, the Each Lender hereby authorizes Administrative Agent will, to give blockage notices in connection with any Subordinated Debt at the Borrower’s expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralnotices.

Collateral Matters. Without limiting Administrative Agent is authorized on behalf of the provisions Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 9.097.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of the Lenders this paragraph (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) a). Each Secured Party irrevocably authorize the authorizes Administrative Agent, at its option and in its discretion Agent to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral: (Ai) upon termination of the Term Commitments Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Lender have been made), and payment in full of all Finance Obligations payable under this Agreement, under any other Loan Document and termination of all Hedge Contracts with any Swap Counterparty (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank Swap Counterparty have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in writing at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made), ; (Bii) that is constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under this Agreement or under any the other Loan Document Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; or (Cv) if approved, authorized or ratified in writing in accordance with by the applicable Majority Lenders or all the Lenders, as the case may be, as required by Section 10.019.01. Upon the request by of the Administrative Agent at any time, the Required Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.108.10. In By accepting the benefit of the Liens granted pursuant to the Security Instruments, each case as specified Secured Party not party hereto hereby agrees to the terms of this paragraph (b). The Administrative Agent has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). The Administrative Agent will post on the applicable electronic platform (or otherwise distribute to each Lender) documents that it receives in this Section 9.10connection with the Flood Laws. However, the Administrative Agent willreminds each Lender and participant that, at the Borrower’s expense, execute and deliver pursuant to the Borrower such documents Flood Laws, each federally regulated lender (whether acting as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement a Lender or to subordinate participant) is responsible for assuring its interest in such item, in each case in accordance own compliance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralflood insurance requirements.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Secured Parties irrevocably authorize the Administrative AgentAgent when directed by the Required Lenders, at its option and in its discretion (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) that is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to release or subordinate any Lien (and any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), holder of any Lien on such property (Bi) that is sold permitted by Section 8.02(i), so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release or subordination, as the case may be, a certificate of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) if such release or subordination is required under the Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be sold a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or otherwise disposed prior to the date of as part release a certificate of or in connection with a Responsible Officer certifying that such transaction is permitted by this Agreement (and the Administrative Agent may rely conclusively on any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedsuch certificate, authorized or ratified in writing in accordance with Section 10.01without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 9.1010.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.10.11

Collateral Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the L/C Issuers and the Swing Line Lender hereby (A) consents to the terms of the Intercreditor Agreement, (B) authorizes the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of the Secured Creditors. Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge LOC Bank) ), the L/C Issuers and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Intercreditor Agreement; and to acknowledge in accordance with Section 10.01writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by clause (c) of the definition of “Customary Permitted Lien”. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of 134 90295627_3 The Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting SECTION 8.07. Except with respect to the provisions exercise of setoff rights in accordance with(a) Section 9.099.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. In furtherance of the foregoing and not in limitation thereof, no(b) arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Lenders (including in its capacities Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a potential Cash Management Bank and a potential Hedge Bank) Secured Party thereunder, subject to the limitations set forth in this paragraph. The Secured Parties irrevocably authorize the Administrative Agent, at its its(c) option and in its discretion discretion, to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with by Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.106.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.109

Collateral Matters. Without limiting (a) Each Lender authorizes and directs the provisions Agent to enter into the Security Documents for the benefit of Section 9.09the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders (including in its capacities Lenders, as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agentapplicable, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Loan Documents Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and this Section 9.10binding upon all of the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability is hereby authorized on behalf of all of the CollateralLenders, without the existencenecessity of any notice to or further consent from any Lender, priority from time to time prior to an Event of Default, to take any action with respect to any Collateral or perfection of Security Document which may be necessary or appropriate to perfect and maintain perfected the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party security interest in connection therewith, nor shall and liens upon the Administrative Agent be responsible or liable Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralSecurity Documents.