Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Each Administrative Agent is authorized on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from such Secured Partiesthe Lenders, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. The Each Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)law. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the each Administrative Agent to (i) release any Lien granted to or held by the such Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreementthe Commitments, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding Loans, Letter of Credit Obligations Total Outstandings and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any the other Credit DocumentDocuments; (Ciii) constituting property Property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property Property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; and or (iiv) release a Guarantor from its obligations under a Guaranty and any other if approved, authorized or ratified in writing by the applicable Credit Document if such Person ceases to be a Subsidiary Majority Lenders or all the Lenders, as a result of a transaction permitted under this Agreementthe case may be, as required by Section 9.2. Upon the request of the an Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the such Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.9. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Lenders hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent and the Canadian Agent, as applicable, to take actions to evidence the release of any Lien upon any Collateral: (i) release upon the termination of the Domestic Commitments and the Canadian Commitments, as applicable, and payment and satisfaction in full by the Domestic Borrowers of all Obligations and the Canadian Borrower of all Canadian Liabilities, as applicable and, if the Obligations have been accelerated and Liquidation has commenced, the Other Liabilities then due and payable (in any Lien granted event other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or held terminated (or been collateralized in a manner satisfactory to the Issuing Banks) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the Issuing Banks); (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition or other transaction permitted hereunder upon receipt by the Administrative Agent upon any Collateral (A) upon termination or the Canadian Agent, as applicable, of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory the Net Proceeds thereof to the applicable counterparty in its sole discretion have been made)extent required by this Agreement (or, termination of all Letters of Credit (other than Letters of Credit as if no such Net Proceeds are required to which arrangements satisfactory be remitted to the applicable Issuing Lender in its sole discretion have been madeAdministrative Agent or the Canadian Agent, as applicable, upon consummation of such transaction), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Biii) constituting property sold or to be sold or disposed the extent such Collateral is owned by a Loan Party, upon the release of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit such Loan Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if the Loan Documents to the extent such Person ceases to be a Subsidiary release occurs as a result of a Permitted Disposition or other transaction permitted under this Agreement. Upon the SECTION 6.03, resulting in such Person ceasing to be a Loan Party; or (iv) upon request of the Lead Borrower, constituting Real Estate being transferred from a Domestic Loan Party to another Domestic Loan Party but only to the extent that after such transfer, no Event of Default exists. Except as provided above, the Administrative Agent or the Canadian Agent, as applicable, will not release any of the Agent’s or Canadian Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 8.8SECTION 8.18. (b) The Lenders hereby authorize the Administrative Agent and the Canadian Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document or Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Indebtedness permitted hereunder. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to enter into such agreements, amendments or supplements. (c) Notwithstanding anything contained in any of Upon at least two (2) Business Days’ prior written request by the Credit Documents to Lead Borrower or the contraryCanadian Borrower, the Credit Partiesas applicable, the Administrative Agent, Agent or the Canadian Agent shall (and each Secured Party is hereby agree that no Secured Party shall have any right individually to realize upon any of irrevocably authorized by the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents Lenders to) execute such documents as may be exercised solely by Administrative Agent on behalf of necessary to evidence the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit release of the Liens granted pursuant upon any Collateral described in SECTION 8.18(a); provided, however, that (i) neither the Administrative Agent nor the Canadian Agent shall be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Security DocumentsAdministrative Agent or the Canadian Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, each Secured and (ii) such release shall not in any manner discharge, affect or impair the Obligations, the Other Liabilities, the Canadian Liabilities, or any Liens (other than those expressly being released) upon (or obligations of any Loan Party not party hereto hereby agrees in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Each Lender authorizes and directs Administrative Agent to enter into the Loan Documents for the Lender Liens and agrees that any action taken by Administrative Agent concerning any Collateral (with the consent or at the request of Determining Lenders) in accordance with any Loan Document, that Administrative Agent’s exercise (with the consent or at the request of Determining Lenders) of powers concerning the Collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. (b) Administrative Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime before a Default or Potential Default, to take any actions action with respect to any Collateral or Security Loan Documents which related to Collateral that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Collateral. (bc) The Lenders herebyExcept to use the same standard of care that it ordinarily uses for collateral for its sole benefit, and Administrative Agent has no obligation whatsoever to any Lender or to any other Secured Party Person to assure that the Collateral exists or is owned by accepting any Company or is cared for, protected, or insured or has been encumbered or that the benefit of Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) Administrative Agent shall exercise the Liens granted pursuant same care and prudent judgment with respect to the Security Documents, Collateral and the Loan Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lender Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination full payment of this Agreementthe Obligation, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property sold or to be sold or being disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; , (Ciii) constituting property in which no Credit Party Company owned an any interest at the time the Lender Lien was granted or at any time thereafter; or after that, (Div) constituting property leased to any Credit Party Company under a lease which that has expired or has been terminated in a transaction permitted under this Agreement the Loan Documents or is about to expire and which that has not been, and is not intended by such Credit Party that Company to be, renewed renewed, (v) consisting of an instrument evidencing Debt pledged to Administrative Agent (for the benefit of Lenders), if the underlying Debt has been paid in full or extended; and (iivi) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementapproved, authorized, or ratified in writing by Lenders. Upon the request of the by Administrative Agent at any time, the Secured Parties will Lenders shall confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to under this Section 8.8. clause (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (ce).

Collateral Matters. (a) The 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 this Agreement or the other Loan Documents, 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 the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Parties, from time to time, any Lender to take any actions action with respect to any Collateral or Security Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. The Lenders irrevocably authorize Administrative Agent is further authorized (but not obligated) on behalf Agent, at its option and in its discretion, to do any and all of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph following: (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon under any Collateral Document (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty Payment in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentFull; (Bii) constituting upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or (including the release of any other Credit Document; (C) constituting property Guarantor in which no Credit Party owned an interest at the time the Lien was granted or at connection with any time thereaftersuch disposition); or (Diii) constituting property leased subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result holder of a transaction Lien on that Collateral which is permitted under this Agreementby Section 11.2(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 the request of the by Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 8.814.11. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Each Lender authorizes and directs Agent to accept the other Credit Documents for the benefit of Lenders. Agent is authorized hereby authorized, on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime prior to an Event of Default, to take any actions action, in its sole discretion, with respect to any Collateral or Security Documents Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Agreement. (b) The Lenders herebyhereby authorize Agent, at its option and any other Secured Party by accepting the benefit of the Liens granted pursuant in its discretion, to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination the Commitments and payment in immediately available funds and satisfaction of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to of the applicable counterparty Obligations at any time arising under or in its sole discretion have been made), termination respect of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other or the Credit Document; Documents or the transactions contemplated hereby or thereby, (Bii) constituting property sold or to be Property being sold or disposed of as part upon receipt of the proceeds of such sale by Agent if the sale or in connection with any disposition is permitted under this Agreement or any other Credit Document; (C) constituting property Document or is made by Agent in which no Credit Party owned the enforcement of its rights hereunder following the occurrence of an interest at the time the Lien was granted or at any time thereafter; Event of Default or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or writing by the Required Lenders, unless such release is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases required to be a Subsidiary as a result of a transaction permitted under this Agreementapproved by all Lenders hereunder. Upon the request of the Administrative by Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.811.10(b). (c) Notwithstanding anything contained Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is in the possession of a custodian pursuant to the Custodian Agreement or is owned by Borrowers or is cared for, protected or insured or that the Liens granted to 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 Agent in this Section 11.10 or in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyDocuments, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf in respect of the Secured Parties Collateral, or any act, omission or event related thereto, Agent may act in accordance with any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the terms hereof Collateral as one of Lenders and the other Credit Documents. By accepting the benefit of the Liens granted pursuant that Agent shall have no duty or liability whatsoever to the Security DocumentsLenders, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)except for its gross negligence or willful misconduct.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Loan Documents or applicable Legal Requirements. By Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Instruments hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and Persons that are owed any other Secured Party Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security DocumentsInstruments, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements Hedge Contracts with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Persons, termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (Cc) constituting property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.88.09. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize Each Lender authorizes the Administrative Agent to (i) release any Lien on any Collateral granted to or held by the Administrative Agent upon any Collateral (A) upon termination Agent, for the benefit of this Agreementthe Secured Parties, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; Transaction Document (Ci) constituting property as provided in which no Credit Party owned an interest at the time the Lien was granted Section 2.11 or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementapproved, authorized or ratified in writing in accordance with Section 11.01. Upon the request of by the Administrative Agent at any time, the Secured Parties Majority Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of Collateral pursuant to property. In each case as specified in this Section 8.87.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Facility Servicer such documents as the Facility Servicer may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under this Agreement or the other Transaction Documents in accordance with the terms of the Transaction Documents and this Section 7.09. (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, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower, the Facility Servicer or the Portfolio Asset Servicer 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 or the Lien thereon. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being It is understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance (i) shall have no responsibility with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant respect to the Security Documents, each Secured Party not party hereto hereby agrees determination of whether any Pledged Equity is certificated or uncertificated and (ii) the Administrative Agent shall only be responsible for holding Pledged Equity to the terms extent actually received. (d) The Administrative Agent shall monitor any UCC financing statements filed by the Initial Lender in connection with this Agreement solely to the extent that the Initial Lender provides such financial statements to the Administrative Agent. The Administrative Agent shall notify the Initial Lender when the time-period to file continuation statements for such financing statements has commenced and at least 60 days prior to the date such financing statements would terminate; provided that the Administrative Agent shall have no liability or obligation to file any such continuation statements. The Administrative Agent shall have no other duty to see to, or be responsible for the correctness or accuracy of, any recording, filing or depositing of this paragraph (c)Agreement or any agreement referred to herein, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refilling or re-depositing of any thereof.

Collateral Matters. (a) The Administrative a. Each Lender authorizes and directs Agent to enter into the Security Documents and accept the other Credit Documents for the benefit of Lenders. Agent is authorized hereby authorized, on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime prior to an Event of Default, to take any actions action, in its sole discretion, with respect to any Collateral or Security Documents Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties. b. Lenders hereby authorize Agent, without the necessity of any notice to or further consent from the Secured Parties, from time to timeat its option and in its discretion, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination the Commitments and payment in cash and satisfaction of all Hedging Agreements with such Persons of the Obligations, (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property sold or to be Property being sold or disposed of as part of if the sale or in connection with any disposition is permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement Document or is about to expire and which has not been, and is not intended made by such Credit Party to be, renewed or extended; Agent in the enforcement of its rights hereunder following the occurrence of an Event of Default and (iiiii) if approved, authorized or ratified in writing by the Required Lenders, unless such release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases is required to be a Subsidiary as a result of a transaction permitted under this Agreementapproved by all Lenders hereunder. Upon the request of the Administrative by Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.812.10(b). (c) Notwithstanding anything contained c. Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or that the liens granted to 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 Agent in this Section 12.10 or in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantySecurity Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf in respect of the Secured Parties Collateral, or any act, omission or event related thereto, Agent may act in accordance with any manner it may deem appropriate, in its sole discretion, given Agent's own interest in the terms hereof Collateral as one of Lenders and the other Credit Documents. By accepting the benefit of the Liens granted pursuant that Agent shall have no duty or liability whatsoever to the Security DocumentsLenders, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)except for its willful misconduct.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Loan Documents or applicable Legal Requirements. By Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Instruments hereby agrees to the terms of this paragraph (a). (b) The Lenders herebyLenders, and Persons that are owed any other Secured Party Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security DocumentsInstruments, hereby irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements Hedge Contracts with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Persons, and the payment in full of all outstanding Loans, Letter of Credit Obligations Advances and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (Cc) constituting property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.88.09. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Except with respect to the exercise of setoff rights in accordance with Section 9.08 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 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 authorized 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, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Lenders hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or writing by the Required Lenders, unless such release is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases required to be a Subsidiary as a result approved by all of a transaction permitted under this Agreementthe Lenders hereunder. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of 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 the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable 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 Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, 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 without recourse to or warranty by the Administrative Agent. (b) In furtherance of the foregoing and not in limitation thereof, no Secured Cash Management Agreement or Secured Hedge Agreement 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 Secured Cash Management Agreement or Secured Hedge Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.8paragraph. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, The Secured Parties irrevocably authorize the Administrative Agent, at its option and each in its discretion, to (i) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇ (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (s) and (ii) execute any intercreditor agreements and/or subordination agreements with any holder of any Indebtedness or Liens permitted by this Agreement to the extent such intercreditor agreement and/or subordination agreement is required. 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 or any other Secured Party hereby agree that no Secured Party shall have for any right individually failure to realize upon monitor or maintain any portion of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(h), all the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the -109- 120 Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.8subsection 10.11(b). (c) Notwithstanding anything contained Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of the Credit Documents its Affiliates and not related to the contrarytransactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document. (i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on Article XII or the Subsidiary Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Credit Parties, Collateral or a demand or other enforcement or collection with respect to Article XII or the Subsidiary Guaranty shall be applied by the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).as follows:

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Persons, termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, Lenders; without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Loan Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected tile security interest in and Liens upon the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Loan Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in m full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by Section 12.1(e), all the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (csubsection 11.11(b).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured PartiesLenders, from time to time, time to take any actions action with respect to any Collateral or the Security Documents Instruments which may be necessary to perfect and maintain the a perfected security interest in and Liens upon the Collateral granted pursuant to the Security Loan Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, in its reasonable discretion, (1) to (i) release or terminate any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Aggregate Maximum Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Amount and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement (whether by sale, by merger or by any other Credit Documentform of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (Cc) constituting property in which the Borrower or any of its Subsidiaries owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased if approved, authorized or ratified in writing by the Majority Lenders, or all Lenders, as the case may be, as provided in Section 13.02; (2) to subordinate the Lien granted to or held by Administrative Agent on any Collateral to any Credit Party under other holder of a lease Lien on such Collateral which has expired or has been terminated in a transaction is permitted under this Agreement or is about to expire by Section 10.03(c) and which has not been, and is not intended by such Credit Party to be, renewed or extended(d) hereof; and (ii3) if all of the Equity Interests held by the Borrower or any of its Subsidiaries in any Person are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement, to release a Guarantor such Person from all of its obligations under a the Loan Documents (including, without limitation, under any Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement). Upon the request of the by Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c12.11(b).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Persons, termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations (other than with respect to Letters of Credit as to which other arrangements reasonably satisfactory to the applicable Issuing Lender have been made) and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.7. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyGuaranties, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the and direct Administrative Agent to release (i) release any Lien on any property (including any Pledged Equity) granted to or held by the Administrative Agent upon under any Collateral Loan Document (Ax) upon termination the occurrence of this Agreementthe Facility Termination Date, termination (y) that is sold or otherwise disposed of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under this Agreement the Loan Documents or any other Credit Document; (C) constituting property otherwise as provided in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; Section 4.08, or (Dz) constituting property leased subject to any Credit Party under a lease which has expired Section 13.04, if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended writing by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe Required Lenders. Upon the request of the by Administrative Agent at any time, the Secured Parties Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of Collateral property pursuant to this Section 8.812.10. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section 12.10. (b) The powers conferred on Administrative Agent hereunder are solely to protect ▇▇▇▇▇▇▇’ and Administrative Agent’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act hereunder, except for its or their own willful misconduct. (c) Notwithstanding anything contained Agents 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 Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Agents be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral. Agents shall have no duty (1) to record, file or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or maintain any such recording, filing or depositing or to subsequently record, refile or redeposit any of the Credit Documents same or (2) to the contrarypay or discharge any Taxes, the Credit Partiesassessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, the Administrative Agentor assessed or levied against, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any part of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Requirement. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, Parties irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Commitments, termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (Cc) constituting property in which any Borrower or any Subsidiary of a Borrower owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party Borrower or any Subsidiary of a Borrower under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party Borrower or such Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this AgreementSection 6.04(a). Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.89.08. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent, at its option and in its discretion, to release, or to authorize the Former Collateral Agent to (i) release any Lien granted to or held by the Former Collateral Agent or Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreementthe Commitments, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination cancellation or expiry of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; ; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or hereunder subject to any other Credit Document; required prepayment of the Loans pursuant to Section 2.08(a) ; (Ciii) constituting property in which the Company or any Subsidiary of the Company owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or ; (Div) constituting property leased to the Company or any Credit Party Subsidiary of the Company 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 Company or such Credit Party Subsidiary to be, renewed or extended; and ; (iiv) release a Guarantor from its obligations consisting of an instrument evidencing Indebtedness or other debt instrument if the Indebtedness evidenced thereby has been paid in full ; (vi) held for repayments of drawings under a Guaranty and any other applicable Letter of Credit Document if such Person ceases collateral is to be a Subsidiary as a result used to make such repayment, if such Collateral is to be returned to the Company following expiration of a transaction permitted under this Agreement. Upon Letter of Credit or repayment of such drawing by the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).Company; or

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents, though the Administrative Agent shall have no obligation to take such actions. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties Required Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c). (d) The Administrative Agent shall have no obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by the Borrower or is cared for, protected or insured or that the Liens granted to the Administrative 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 Administrative Agent in this Section 8.8 or in any of the Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Administrative may act in any manner it may deem appropriate, in its sole discretion, given such Administrative Agent’s own interest in the Collateral as a Lender and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each party to this Agreement acknowledges and agrees that the Administrative Agent shall have no obligation to file financing statements, amendments to financing statements, or continuation statements, or to perfect or maintain the perfection of the Administrative Agent’s Lien on the Collateral, other than, in each case, as instructed by the Required Lenders or counsel to the Required Lenders, together with the form of such financing statement to be filed. In executing and delivering any Security Documents, the rights, privileges and immunities set forth in this Agreement shall be incorporated by reference, whether or not expressly set forth therein.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Requirement. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, Parties irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Commitments, termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (Cc) constituting property in which any Borrower or any Subsidiary of a Borrower owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party Borrower or any Subsidiary of a Borrower under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party Borrower or such Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.89.07. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize Each Lender authorizes the Administrative Agent to (i) release any Lien on any Collateral granted to or held by the Administrative Agent upon any Collateral (A) upon termination Agent, for the benefit of this Agreementthe Secured Parties, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; Transaction Document (Ci) constituting property as provided in which no Credit Party owned an interest at the time the Lien was granted Section 2.11 or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementapproved, authorized or ratified in writing in accordance with Section 11.01. Upon the request of by the Administrative Agent at any time, the Secured Parties Majority Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of Collateral pursuant to property. In each case as specified in this Section 8.87.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Facility Servicer such documents as the Facility Servicer may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under this Agreement or the other Transaction Documents in accordance with the terms of the Transaction Documents and this Section 7.09. (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, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower or the Facility Servicer or the Portfolio Asset Servicer 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 or the Lien thereon. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being It is understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance (i) shall have no responsibility with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant respect to the Security Documents, each Secured Party not party hereto hereby agrees determination of whether any Pledged Equity is certificated or uncertificated and (ii) the Administrative Agent shall only be responsible for holding Pledged Equity to the terms extent actually received. (d) The Administrative Agent shall monitor any UCC financing statements filed by the Initial Lender in connection with this Agreement solely to the extent that the Initial Lender provides such financial statements to the Administrative Agent. The Administrative Agent shall notify the Lenders when the time-period to file continuation statements for such financing statements has commenced and at least 60 days prior to the date such financing statements would terminate; provided that the Administrative Agent shall have no liability or obligation to file any such continuation statements. The Administrative Agent shall have no other duty to see to, or be responsible for the correctness or accuracy of, any recording, filing or depositing of this paragraph (c)Agreement or any agreement referred to herein, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refilling or re-depositing of any thereof.

Collateral Matters. (a) The Administrative Each Lender authorizes and directs Agent to accept the other Credit Documents for the benefit of Lenders. Agent is authorized hereby authorized, on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime prior to an Event of Default, to take any actions action, in its sole discretion, with respect to any Collateral or Security Documents Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Agreement. (b) The Lenders herebyhereby authorize Agent, at its option and any other Secured Party by accepting the benefit of the Liens granted pursuant in its discretion, to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination the Commitments and payment in immediately available funds and satisfaction of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to of the applicable counterparty Obligations at any time arising under or in its sole discretion have been made), termination respect of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other or the Credit Document; Documents or the transactions contemplated hereby or thereby, (Bii) constituting property sold or to be Property being sold or disposed of as part upon receipt of the proceeds of such sale by Agent if the sale or in connection with any disposition is permitted under this Agreement or any other Credit Document; (C) constituting property Document or is made by Agent in which no Credit Party owned the enforcement of its rights hereunder following the occurrence of an interest at the time the Lien was granted or at any time thereafter; Event of Default or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or writing by the Required Lenders, unless such release is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases required to be a Subsidiary as a result approved by all Lenders hereunder; provided, however, that Agent may, in its discretion, upon request by Borrowers, release Agent’s Liens on Collateral value in the aggregate not in excess of a transaction permitted under this Agreement$1,000,000 during any one year period without the prior written approval or authorization of any of the other Lenders. Upon the request of the Administrative by Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.811.10(b). (c) Notwithstanding anything contained Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or that the Liens granted to 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 Agent in this Section 11.10 or in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyDocuments, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf in respect of the Secured Parties Collateral, or any act, omission or event related thereto, Agent may act in accordance with any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the terms hereof Collateral as one of Lenders and the other Credit Documents. By accepting the benefit of the Liens granted pursuant that Agent shall have no duty or liability whatsoever to the Security DocumentsLenders, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)except for its gross negligence or willful misconduct.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.8subsection 10.11(b). (c) Notwithstanding anything contained Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of the Credit Documents its Affiliates and not related to the contrarytransactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document. (i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Credit Parties, Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).as follows:

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions Except with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf exercise of the Secured Parties, without the necessity setoff rights of any notice Lender in accordance with this Agreement or with respect to or further consent from the Secured Partiesa Lender’s right to file a proof of claim in an insolvency proceeding, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each no Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty an Agent in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit capacity as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bsuch) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guaranty of the GuarantyObligations, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Loan Documents may be exercised solely by an Agent on behalf of the Secured Parties at the direction of the Required Lenders in accordance with the terms thereof. In the event of a foreclosure by an Agent or sub-agent on any of the Collateral pursuant to a public or private sale or other disposition, the Agent, any sub-agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and either Agent or any sub-agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. (b) In furtherance of the foregoing and not in accordance limitation thereof, no hedging agreement the obligations under which constitute 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 terms hereof and management or release of any Collateral or of the other Credit Documentsobligations of any Loan Party under any Loan Document. By accepting the benefit benefits of the Collateral, each Secured Party that is a party to any such hedging agreement shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) At the direction of the Required Lenders, the Secured Parties irrevocably authorize each of the Agents to subordinate any Lien on any property granted to or held by an Agent under any Loan Document to the holder of any Lien on such property that is a Permitted Lien and to release any Lien (i) in the event there is a disposition of Collateral (w) permitted under this Agreement, (x) approved by the requisite amount of Lenders, (y) on assets to the extent they constitute Excluded Assets, or (z) upon release of a Guarantor from its obligations hereunder; provided, that if any Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty solely by virtue of becoming an Excluded Subsidiary as a result of the disposition of less than all of the Capital Stock in such subsidiary owned by the Borrower or any other Loan Party, unless such disposition is made in good faith for fair market value and for a bona fide business purpose (it being understood that this proviso shall not limit the release of any Guarantor that otherwise qualifies as an Excluded Subsidiary for reasons other than not being wholly-owned), and (ii) to release all Liens upon payment of the Obligations in full (other than contingent obligations not due and owing). The Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) upon direction of Required Lenders following the occurrence of a subordination or Lien termination otherwise provided for in this Agreement execute such reasonable and customary documents prepared (and if necessary filed or recorded) at Borrower’s sole expense as may be reasonably necessary to evidence such release or subordination of the Liens granted to the Collateral Agent for the benefit of the Beneficiaries herein or pursuant hereto upon the applicable Collateral. The Agents 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 Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Agents be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (d) The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral, other than its responsibility to maintain possession of the Collateral for purposes of perfection of the Liens and security interests granted hereunder or under any Loan Document. (e) The Collateral Agent hereby disclaims any representation or warranty to the Lenders concerning and shall have no responsibility to Lenders for the existence, priority or perfection of the Liens and security interests granted hereunder or under any Loan Document or in the value of any of the Collateral and shall not be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral, in each case, other than its responsibility to maintain possession or control of any Collateral for purposes of perfection of the Liens. The Collateral Agent makes no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Loan Parties to the Collateral, as to the security afforded by this Agreement or any other Loan Document. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any Collateral. The Collateral Agent shall not be liable for the acts or omissions of any bank, depositary bank, custodian, independent counsel of the Loan Parties or any other party selected by the Collateral Agent with reasonable care or selected by any other party hereto that may hold or possess Collateral or documents related to Collateral and shall not be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, neither Agent shall be responsible to the Lenders for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust and such other documents or instruments, provided however that if instructed by the Required Lenders and at the expense of Borrower, the Collateral Agent shall arrange for the filing and continuation, of financing statements or other filing or recording documents or instruments made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate (provided, that with respect to Borrower or any Subsidiary that is formed or conducts material operations in any jurisdiction other than a state of the United States, if requested by the Collateral Agent acting on instruction of Required Lenders, local law collateral security documents and filings for such jurisdiction shall be required to the extent set forth herein), (collectively, the “Financing Statements”) for the perfection of security interests in the Collateral; provided, that, the Collateral Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such Financing Statements, all of which shall be provided in writing to the Collateral Agent by the Required Lenders including the jurisdictions and filing offices where the Collateral Agent is required to file such Financing Statements. (f) In connection with the exercise of any rights or remedies in respect of, or foreclosure or realization upon, any real estate-related collateral pursuant to this Agreement or any Loan Document, the Security DocumentsCollateral Agent shall not be obligated to take title to or possession of real estate in its own name, each Secured Party or otherwise in a form or manner that may, in its reasonable judgment, expose it to liability. In the event that the Collateral Agent reasonably believes that it may be considered an “owner or operator” under any Environmental Laws and thereby causes the Collateral Agent to incur, or be exposed to, any material environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent will not party hereto hereby agrees be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the terms Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of this paragraph (c)discharge or release or threatened.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured PartiesBanks, without the necessity of any notice to or further consent from such Secured Partiesthe Banks, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesBanks, without the necessity of any notice to or further consent from the Secured PartiesBanks, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Banks under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)law. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, Banks irrevocably authorize the Administrative Agent and the Administrative Agent hereby agrees to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any the other Credit DocumentDocuments; (Ciii) constituting property in which the Borrower or any Subsidiary of the Borrower owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Borrower or any Credit Party Subsidiary of the Borrower 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 Credit Party Subsidiary to be, renewed or extended; and or (iiv) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary approved, authorized or ratified in writing by the Majority Banks or all the Banks, as a result of a transaction permitted under this Agreementthe case may be, as required by Section 9.01. Upon the request of the Administrative Agent at any time, the Secured Parties Banks will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.88.09. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a1) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral, any Subsidiary Collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the security interest in and Liens upon Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b2) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral or any Subsidiary Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Limit and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations payable under this Agreement and under any other Credit DocumentLoan Documents; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Company or any Subsidiary of the Company owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Company or any Credit Party Subsidiary of the Company 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 Company or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by all the Lenders. Upon request by the request of the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral and Subsidiary Collateral pursuant to this Section 8.8subsection. (c3) Notwithstanding anything contained Each Lender agrees with and in any favor of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party other (which agreement shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may not be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting for the benefit of the Liens granted pursuant Company or any of its Subsidiaries) that the Company's obligation to such Lender under this Agreement and the Security Documents, each Secured Party other Loan Documents is not party hereto hereby agrees to the terms of this paragraph (c)and shall not be secured by any real property collateral now or hereafter acquired by such Lender. 11.

Collateral Matters. (a) The Administrative Collateral Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf all of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Loan Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Loan Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Collateral Agent, at its option, to (i) release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (Ai) upon termination of this Agreementthe Maximum Amount, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), expiration or termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit DocumentLoan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge); (Bii) constituting property sold or to be sold or disposed Disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterhereunder; or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement writing by all or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary the requisite number of the Lenders as a result of a transaction permitted under this Agreementset forth in Section 11.1. Upon request by the request of the Administrative Collateral Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.810.10; provided that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent's rights under this Section 10.10. (c) Notwithstanding anything contained in The Collateral Agent may execute any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and its duties under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof this Agreement and the other Credit DocumentsLoan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. By accepting The Collateral Agent shall not be responsible for the benefit negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. (d) The Collateral Agent and the Liens granted pursuant Issuing Lenders shall be entitled to all rights, indemnities and limitations on liability under this Section 10 available to the Security Documents, each Secured Party not party hereto hereby agrees Administrative Agent to the terms of same extent as if each reference to the Administrative Agent in this paragraph (c)Section 10 were a reference to the Collateral Agent and the Issuing Lenders.

Collateral Matters. (a) The Administrative Each Lender authorizes and directs Agent to enter into the Loan Documents for the Lender Liens and agrees that any action taken by Agent concerning any Collateral (with the consent or at the request of Determining Lenders) in accordance with any Loan Document, that Agent's exercise (with the consent or at the request of Determining Lenders) of powers concerning the Collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. CREDIT AGREEMENT (b) Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime before a Default or Potential Default, to take any actions action with respect to any Collateral or Security Loan Documents which related to Collateral that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Collateral. (bc) The Lenders hereby, and Agent has no obligation whatsoever to any Lender or to any other Secured Party Person to assure that the Collateral exists or is owned by accepting any Company or is cared for, protected, or insured or has been encumbered or that the benefit of Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) Agent shall exercise the Liens granted pursuant same care and prudent judgment with respect to the Security Documents, Collateral and the Loan Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lender Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bi) constituting property sold or to be sold or being disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; , (Cii) constituting property in which no Credit Party Company owned an any interest at the time the Lender Lien was granted or at any time thereafter; or after that, (Diii) constituting property leased to any Credit Party Company under a lease which that has expired or has been terminated in a transaction permitted under this Agreement the Loan Documents or is about to expire and which that has not been, and is not intended by such Credit Party that Company to be, renewed renewed, (iv) consisting of an instrument evidencing Debt pledged to Agent (for the benefit of Lenders), if the underlying Debt has been paid in full, or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementapproved, authorized, or ratified in writing by Lenders. Upon the request of the Administrative by Agent at any time, the Secured Parties will Lenders shall confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to under this Section 8.8. CLAUSE (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (ce).

Collateral Matters. Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentFinancing Agreement (i) if all Liabilities are indefeasibly paid in full in cash; (Bii) constituting property sold or to be sold or disposed of of, financed or refinanced, as part of or in connection with any disposition sale, disposition, financing or refinancing which is expressly permitted under by this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or Revolving Loan Agreement at any time thereaftertime; or (Diii) constituting property leased subject to Section 13.1, if approved, authorized or ratified in writing by Required Lenders; or (b) to subordinate its interest in any Collateral to any Credit Party under holder of a lease Lien on such Collateral which has expired or has been terminated in a transaction is expressly permitted under by this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and the Revolving Loan Agreement at any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementtime. Upon the request of the by Administrative Agent at any time, the Secured Parties Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained 13.10. Administrative Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Administrative Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any of the Credit Documents to the contraryapplicable jurisdiction, the Credit Parties, the can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of any such assets or Collateral, and each Secured Party hereby agree that no Secured Party such Lender shall promptly notify Administrative Agent thereof in writing, and, promptly upon Administrative Agent’s written 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 Financing Agreement or to realize upon any of Collateral for the Collateral or Liabilities unless instructed in writing to enforce the Guarantydo so by Administrative Agent, it being understood and agreed that all powers, such rights and remedies hereunder and under the Security Documents may be exercised solely only by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Agent.

Collateral Matters. (ai) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.02 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 Credit Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)law. (bii) The Lenders hereby, and any other Each Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the authorizes Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentObligations; (Bii) constituting property Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under this Agreement or any the other Credit DocumentLoan Documents; (Ciii) constituting property Property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property Property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and or (iiv) release a Guarantor from its obligations under a Guaranty and any other if approved, authorized or ratified in writing by the applicable Credit Document if such Person ceases to be a Subsidiary Majority Lenders or all the Lenders, as a result of a transaction permitted under this Agreementthe case may be, as required by Section 9.01. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.07. (ciii) Notwithstanding anything contained in any of the Credit Loan Documents to the contrary, the Credit PartiesBorrower, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyGuaranties, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents Instruments may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)hereof.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to enter into the Loan Documents and the Intercreditor Agreement and take any action in exigent circumstances as with respect to any Collateral which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Loan Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders herebyLenders, on behalf of themselves and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documentstheir respective Affiliates, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit DocumentLoan Document (except indemnification obligations for which no claim has been made and of which no Responsible Officer of any Loan Party has actual knowledge) and the termination of the Commitment; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Borrower owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to any Credit Party the Borrower under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party the Borrower to be, renewed or extended; and (iiv) release consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been permanently paid in full; (vi) which constitutes funds in a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if Bank Deposit Account upon the transfer of such Person ceases to be a Subsidiary as a result funds out of a transaction Bank Deposit Account to the extent permitted under this Agreementhereunder, or (vii) if otherwise approved, authorized or ratified in writing by all the Lenders or Required Lenders in accordance with Section 11.01. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in 10.10(b); provided, however, that the absence of any of the Credit Documents to the contrary, the Credit Parties, such confirmation for whatever reason shall not affect the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, ’s rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Section 10.10.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured PartiesLenders hereby irrevocably authorize Agent, without the necessity of any notice to or further consent from such Secured Parties, from time to timeat its option and in its sole discretion, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Agent’s Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon the termination of this Agreement, termination Agreement and payment and satisfaction in full by Borrowers of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations Subordinated Loans and all other Secured Obligations payable under this Agreement and under any other Credit DocumentObligations; (Bii) constituting property sold or to be being sold or disposed of as part of if the sale or disposition is made in connection compliance with any disposition permitted under this Agreement or (and Agent may rely conclusively on any other Credit Documentsuch certificate, without further inquiry); (Ciii) constituting property in which Borrowers owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to any Credit Party Borrowers under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (cb) Notwithstanding anything contained in Agent shall have no obligation whatsoever to any of the Credit Documents Lenders to assure that the contraryCollateral exists or is owned by Borrowers or is cared for, protected or insured or has been encumbered, or that the Credit PartiesAgent’s Liens have been properly or sufficiently or lawfully created, the Administrative Agentperfected, and each Secured Party hereby agree that no Secured Party shall have protected or enforced or are entitled to any right individually particular priority, or to realize upon exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Collateral rights, authorities and powers granted or available to enforce Agent pursuant to any of the GuarantyLoan Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf in respect of the Secured Parties Collateral, or any act, omission or event related thereto, Agent may act in accordance with any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the terms hereof and the other Credit Documents. By accepting the benefit Collateral in its capacity as one of the Liens granted pursuant Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)foregoing.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents, including but not limited to, the joinder documents required under Sections 5.6 and 5.7. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Requirement. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty Payment in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentFull; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterthereafter (other than as a result of a Disposition not permitted under this Agreement); or (Dd) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) constituting Non-Working Capital Assets, upon the occurrence of the Term Advance Payoff Date; (f) that becomes Excluded Collateral or (g) that is owned by a Guarantor that is released pursuant to clause (ii) below; and (ii) release a Guarantor from its obligations under a the Guaranty and Security Document and any other applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. Upon the The Administrative Agent agrees, upon request of the Borrower from time to time, to execute and deliver any such lien releases, notices or other instruments as may be reasonably necessary to evidence the release of any Collateral expressly permitted under the Credit Documents to be released from the Administrative Agent’s Lien and/or any Guarantor expressly permitted under the Credit Documents to be released from its obligations under the Credit Documents, as applicable, in each case, all without representation or recourse whatsoever to the Administrative Agent and at the expense of the Borrower. (c) Upon request by Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under the Guaranty and Security Agreement pursuant to this Section 8.88.7. 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 Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Administrative Agent be responsible or liable to the Secured Parties or any other Lender Party for any failure to monitor or maintain any portion of the Collateral. (cd) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyGuaranty and Security Agreement, it being understood and agreed that all powers, rights and remedies hereunder under the Guaranty and Security Agreement and under the other Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. . (e) By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Section 8.7.

Collateral Matters. (a) The Administrative Agent and Collateral Agent each is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize each of the Administrative Agent and the Collateral Agent, at their option and in their discretion, to (i) release any Lien granted to or held by the Administrative Agent or the Collateral Agent, as the case may be, upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Aggregate Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterhereunder; or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement writing by the Required Lenders or is about to expire and which has not beenall the Lenders, and is not intended by such Credit Party to as the case may be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementprovided in Section 10.01. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's or the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in subsection, provided that the absence of any of the Credit Documents to the contrary, the Credit Parties, such confirmation for whatever reason shall not affect the Administrative Agent, 's and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, Agent's rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Section.

Collateral Matters. (a) The Administrative a. Each Lender authorizes and directs Agent to accept the other Transaction Documents for the benefit of Lenders. Agent is authorized hereby authorized, on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime prior to an Event of Default, to take any actions action, in its sole discretion, with respect to any Collateral or Security Documents Transaction Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Partiesthis Agreement. b. Lenders hereby authorize Agent, without the necessity of any notice to or further consent from the Secured Parties, from time to timeat its option and in its discretion, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination the Commitments and payment in immediately available funds and satisfaction of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to of the applicable counterparty Obligations at any time arising under or in its sole discretion have been made), termination respect of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; or the Transaction Documents or the transactions contemplated hereby or thereby, (Bii) constituting property sold or to be Property being sold or disposed of as part upon receipt of the proceeds of such sale by Agent if the sale or in connection with any disposition is permitted under this Agreement or any other Credit Document; (C) constituting property Transaction Document or is made by Agent in which no Credit Party owned the enforcement of its rights hereunder following the occurrence of an interest at the time the Lien was granted or at any time thereafter; Event of Default or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or writing by the Required Lenders, unless such release is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases required to be a Subsidiary as a result approved by all Lenders hereunder; provided, however, that Agent may, in its discretion, upon request by Companies, release Agent’s Liens on Collateral value in the aggregate not in excess of a transaction permitted under this Agreement$500,000 during any one year period without the prior written approval or authorization of any of the other Lenders. Upon the request of the Administrative by Agent at any time, the Secured Parties ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.810.9(b). (c) Notwithstanding anything contained c. Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is in the possession of a custodian pursuant to the Custodian Agreement or is owned by Companies or is cared for, protected or insured or that the Liens granted to 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 Agent in this Section 10.9 or in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyTransaction Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf in respect of the Secured Parties Collateral, or any act, omission or event related thereto, Agent may act in accordance with any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the terms hereof Collateral as one of Lenders and the other Credit Documents. By accepting the benefit of the Liens granted pursuant that Agent shall have no duty or liability whatsoever to the Security DocumentsLenders, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)except for its gross negligence or willful misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents and agrees that any action taken by the Administrative Agent concerning any Collateral (with the consent or at the request of the Required Lenders) in accordance with any Loan Document, that the Administrative Agent's exercise (with the consent or at the request of the Required Lenders) of powers concerning the Collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. (b) The Administrative Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time-to-time to timebefore a Default or Potential Default, to take any actions action with respect to any Collateral or Security Loan Documents which related to Collateral that may be necessary to perfect and maintain the Administrative Agent's Liens in the Collateral including, without limitation, making Protective Advances; provided, however, the Administrative Agent shall not, without the consent of the Required Lenders, make any Protective Advances during any one (1) calendar year in excess of the sum of (i) amounts expended to pay real estate taxes, assessments, and governmental charges or levies imposed upon the Collateral granted pursuant Collateral, (ii) amounts expended to pay insurance premiums for policies of insurance related to the Security Documents. Collateral, and (iii) $250,000.00. (c) Except to use the same standard of care that it ordinarily uses for collateral for its sole benefit, the Administrative Agent has no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Company or is cared for, protected, or insured or has been encumbered or that the Administrative Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) The Administrative Agent is further authorized (but not obligated) on behalf of shall exercise the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant same care and prudent judgment with respect to the Security Documents, each Secured Party hereby agrees to Collateral and the terms Loan Documents as it normally and customarily exercises in respect of this paragraph (a)similar collateral and security documents. (be) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent Liens upon any Collateral (Ai) upon termination of this Agreementin accordance with SECTION 4.4, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property sold or to be sold or being disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; , or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized, or has been terminated ratified in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended writing by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe Required Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties will Lenders shall confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to under this Section 8.8CLAUSE (e). (cf) Notwithstanding anything contained In the event that all or any portion of the Collateral is acquired by the Administrative Agent as the result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligation, title to any such Collateral or any portion thereof shall be held in the name of the Administrative Agent or a nominee or subsidiary of the Administrative Agent (which in any case is authorized to do business in the state in which such Collateral is located), as agent, for the ratable benefit of the Credit Documents Administrative Agent and the Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (the "POST-FORECLOSURE PLAN"), which shall be subject to the contraryapproval of the Required Lenders, or shall take such action as directed by the Required Lenders. The Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired and administer all transactions relating thereto, including, without limitation, employing a management agent and other agents, contractors and employees, including agents of the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Part) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Credit PartiesAdministrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral, and each of the Lenders shall promptly contribute its Pro Rata Part of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Parts. The Lenders acknowledge that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will be liquidated as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and each Secured Party hereby agree that no Secured Party the Lenders shall have any right individually enter into an agreement with respect to realize upon any such purchase money mortgage defining the rights of the Collateral Lenders in the same Pro Rata Parts as provided hereunder, which agreement shall be in all material respects similar to this Agreement insofar as this Agreement is appropriate or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)applicable.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral collateral: (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by Section 11.1(f), all the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral collateral pursuant to this Section 8.8subsection 10.11(b). (c) Notwithstanding anything contained Each Lender agrees with and in any favor of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party other (which agreement shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may not be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting for the benefit of the Liens granted pursuant Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the Security Documents, each Secured Party transactions contemplated hereby shall not party hereto hereby agrees to constitute collateral for the terms of Company's obligations under this paragraph (c)Agreement or any other Loan Document.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from such Secured Partiesthe Lenders, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, 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 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Loan Documents or applicable Legal Requirementslaw. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, Each Lender irrevocably authorize the authorizes Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Aa) upon termination of this Agreementthe Commitments, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any the other Credit DocumentLoan Documents; (Cc) constituting property Property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property Property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and or (iie) release a Guarantor from its obligations under a Guaranty and any other if approved, authorized or ratified in writing by the applicable Credit Document if such Person ceases to be a Subsidiary Required Lenders or all the Lenders, as a result of a transaction permitted under this Agreementthe case may be, as required by Section 9.01. Upon the request of the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.09. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Required Lenders as set forth in Section 7.2 or Section 7.3 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Requirement. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty Payment in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentFull; (B) constituting property Property sold or to be sold or disposed Disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Loan Document; (C) constituting property Property in which no Credit Loan Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property Property leased to any Credit Loan Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Loan Party to be, renewed or extended; extended and (ii) release a Guarantor from its obligations in respect of its Guarantee provided for under a Article II of the Guaranty and Collateral Agreement and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement; provided that, notwithstanding anything to the contrary herein, the parties hereto agree that the Administrative Agent may request an officer’s certificate from a Responsible Officer of the Borrower as a condition to executing any documentation memorializing any release contemplated by this sentence, certifying as to matters reasonably requested by the Administrative Agent and customary in nature in connection with such releases. For the avoidance of doubt, the Administrative Agent shall have the benefit of the provisions of Article VIII of this Agreement with respect to all actions taken by it pursuant to this Section 8.7(b) to the full extent thereof. In addition, each of the Secured Parties hereby authorizes the Administrative Agent or any successor agent (A) to execute or to enter into amendments of or supplements to, amendments and restatements of, waivers or other modifications of the Security Documents in order to effect the subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Liens that are intended to be junior to the Liens securing the Secured Obligations and incurred as permitted by the Loan Documents and (B) to establish certain relative rights as between the holders of the Obligations and the holders of the Debt secured by such Liens that are junior to the Liens securing the Debt. (c) Upon the request of by the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations in respect of its Guarantee provided for under Article II of the Guaranty and Collateral Agreement pursuant to this Section 8.88.7. 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 Secured Parties or any other Lender Party for any failure to monitor or maintain any portion of the Collateral. (cd) Notwithstanding anything contained in any of the Credit Loan Documents to the contrary, the Credit Loan Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyGuaranties, it being understood and agreed that all powers, rights and remedies hereunder under the Guaranties and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Loan Documents. . (e) By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph Section 8.7. (cf) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (i) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions, or (ii) at any other sale, foreclosure or acceptance of Collateral in lieu of Debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (A) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (B) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (C) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that, any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any Disposition of the assets or Equity Interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.2), (D) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (E) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (including as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (B) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Collateral Matters. (a) The Administrative Collateral Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Collateral Documents. The Administrative Collateral Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Required Lenders) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)laws. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Collateral Documents, irrevocably authorize the Administrative Collateral Agent to (i) release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Documentthe Obligations; (Bb) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property Property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property Property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Subsidiary Guarantor from its obligations under a the Guaranty and any other applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement; and (iii) enter into the Intercreditor Agreement. Upon For the request avoidance of doubt, each of the Administrative Agent and the Collateral Agent shall have the benefit of the provisions of Article 11 of this Agreement with respect to all actions taken by it pursuant to this Section 11.14(b) or in accordance with the terms of the Intercreditor Agreement to the full extent thereof. In addition, each of the Secured Parties hereby authorizes the Administrative Agent, the Collateral Agent and/or any successor agent (A) to execute or to enter into amendments of or supplements to, amendments and restatements of, waivers or other modifications of the Collateral Documents, the Intercreditor Agreement and any additional or replacement intercreditor agreements, in each case, in order to effect the subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Liens that are intended to be junior to the Liens securing the Obligations and incurred as permitted by the Credit Documents, (B) to establish certain relative rights as between the holders of the Obligations and the holders of the Indebtedness secured by such Liens that are junior to the Liens securing the Indebtedness and (C) any amendments, supplements or other modifications of any Collateral Document to add or remove any legend that may be required pursuant to the Intercreditor Agreement. Each of the Secured Parties hereby irrevocably (1) consents to the treatment of Liens provided for under the Intercreditor Agreement, (2) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement, (3) agrees that no Secured Party shall have any right of action whatsoever against the any Agent as a result of any action taken by such Agent pursuant to this Section 11.14(b) or in accordance with the terms of the Intercreditor Agreement and (4) authorizes and directs the Agents to carry out the provisions and intent of the Intercreditor Agreement. (c) Upon request by the Collateral Agent at any time, the Secured Parties will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral Property, or to release any Subsidiary Guarantor from its obligations under its Guaranty pursuant to this Section 8.811.14. Neither Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall any Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral. (cd) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative AgentAgents, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder under the Guaranty and under the Security Collateral Documents may be exercised solely by Administrative the Collateral Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is Agents are authorized on behalf of the applicable Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is Agents are further authorized (but not obligated) on behalf of the applicable Secured Parties, without the necessity of any notice to or further consent from the such Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the such Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the applicable Administrative Agent to (and at the written request of the US Borrower or Canadian Borrower, as applicable, the applicable Administrative Agent shall) (i) release any Lien granted to or held by the such Administrative Agent upon any Collateral (A) upon termination the occurrence of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentTermination Date; (B) constituting property sold or to be sold or disposed Disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterthereafter (other than as a result of a Disposition prohibited under this Agreement); or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a the Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this AgreementAgreement or upon the occurrence of the Termination Date. Upon the request of the applicable Administrative Agent at any time, the applicable Secured Parties will confirm in writing the such Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.7. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative AgentAgents, and each Secured Party hereby agree that no Secured Party other than the Administrative Agents shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Guaranty and under the Security Documents may be exercised solely by the Administrative Agent on behalf Agents for the benefit of the applicable Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).. 133

Collateral Matters. (a) The Except with respect to the exercise of setoff rights in accordance with Section 9.08 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 authorized 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, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Lenders hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent, and the Administrative Agent agrees, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or writing by the Required Lenders, unless such release is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases required to be a Subsidiary as a result approved by all of a transaction permitted under this Agreementthe Lenders hereunder. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least three Business Days’ prior written request by the Borrower to the Administrative Agent (or such later date as may be reasonably agreed upon by the Administrative Agent), the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of 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 required to execute any such document on terms which, in the Administrative Agent’s reasonable 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 Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, 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 without recourse to or warranty by the Administrative Agent. (b) In furtherance of the foregoing and not in limitation thereof, no Banking Services Agreement or Swap Agreement 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 Banking Services Agreement or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this Section 8.8paragraph. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, The Secured Parties irrevocably authorize the Administrative Agent, and each the Administrative Agent agrees, 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 permitted by Section 6.02(e) and (to the extent constituting similar Liens on fixed or capital assets (including capital leases) that would otherwise be permitted by Section 6.02(e) save for the basket limitations of Section 6.01(e))), Section 6.02(u). 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 or any other Secured Party hereby agree that no Secured Party shall have for any right individually failure to realize upon monitor or maintain any portion of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of Lenders (including the Secured Parties, without Issuing Bank and the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligatedSwing Line Lender) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to and the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by under any Loan Document securing the Administrative Agent upon any Collateral Obligations (Ax) upon termination of the commitments under this Agreement, termination Agreement and payment in full of all Hedging Agreements with such Persons Obligations (other than Hedging Agreements as to which arrangements satisfactory to contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the applicable counterparty in its sole discretion have been made), expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender in its sole discretion Bank shall have been made), and the payment in full (y) that is sold or otherwise disposed of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents or consented to in accordance with the terms of this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; Agreement, or (Dz) constituting property leased subject to any Credit Party under a lease which has expired Section 11.4, if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended writing by such Credit Party to be, renewed or extended; and the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Loan Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 8.2(m) as in effect on the Closing Date; (iii) to release a any Guarantor from its obligations under a Guaranty this Agreement and any the other applicable Credit Document Loan Documents if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under this Agreementthe Loan Documents; and (iv) at any time any Permitted Securitization Transaction is outstanding, release any Lien granted to or held by the Collateral Agent under any Loan Document on (1) any Securitization Related Property that is subject to such Permitted Securitization Transaction and (2) the Capital Stock of the Special Purpose Subsidiary for such Permitted Securitization Transaction. Upon the request of by the Administrative Agent or the Collateral Agent at any time, the Secured Parties Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 8.810.10. (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, 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. (c) Notwithstanding anything Anything contained in any of the Credit Loan Documents to the contrarycontrary notwithstanding, each of the Credit Loan Parties, the Administrative Agent, the Collateral Agent and each Secured Party holder of the Obligations hereby agree that (i) no Secured Party holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the GuarantyNotes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by the Administrative Agent Agent, on behalf of the Secured Parties holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Loan Party under the Loan Documents except as expressly provided herein or in the other Credit Loan Documents. By accepting the benefit benefits of the Liens granted pursuant Collateral, each such Qualifying Swap Provider and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a holder of the Obligations, subject to the Security limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Provider and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Loan Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Loan Documents) other than in its capacity as a Lender and, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)in any case, only as expressly provided herein.

Collateral Matters. (a) The Administrative Agent is ------------------ authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any collateral security or the Security Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens collateral security granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to release (i) release any security interest or Lien granted to or held by the Administrative Agent upon any Collateral collateral security (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Commitments and Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full in cash of all outstanding Loans, Letter principal of Credit Obligations and interest on the Loans and all other Secured Obligations fees, costs, indemnities, gross-ups and expenses that are payable under this Agreement and or under any other Credit Loan Document and have been invoiced as of such termination date (in which case the Lenders hereby authorize the Administrative Agent to execute, and the Administrative Agent agrees to execute, reasonable releases in connection with this Agreement and the Loan Documents (other than, in any event, as to items stated to survive the termination of this Agreement or a Loan Document)); (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (C) constituting property in which the Borrower or any Subsidiary of the Borrower owned no Credit Party owned an interest at the time the security interest and/or Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been terminated paid in a transaction permitted under this Agreement full; or is about to expire and which has not been(E) if approved, and is not intended authorized or ratified in writing by such Credit Party to bethe Majority Lenders or, renewed if required by Section 10.02, the Required Lenders or extended; each Lender, ------------- as applicable, and (ii) release a Guarantor any guarantor from its obligations under any Guaranty constituting a Guaranty and any other applicable Credit Loan Document if in the event such Person ceases guarantor is not required to be a Subsidiary as a result guarantor pursuant to the terms of a transaction permitted under this Agreement. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral collateral security or a Guaranty pursuant to this Section 8.8Section. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents (including as document escrow agent under the Springing Lien Escrow Agreement) and agrees that any action taken by the Administrative Agent concerning any Collateral (with the consent or at the request of the Required Lenders or in accordance with any Loan Document), that the Administrative Agent's exercise of powers concerning the Collateral in any Loan Document, and that all other reasonably incidental powers, are authorized and binding upon all Lenders. (b) The Administrative Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured PartiesLender, from time to time, to take any action in exigent circumstances as with respect to any Collateral or Loan Documents related to Collateral that may be reasonably necessary to preserve any rights or privileges of Perfect and maintain Perfected the Secured Parties under Lender Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Collateral. (bc) The Administrative Agent has no obligation to any Lender or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered or that the Lender Liens have been properly or sufficiently or lawfully created, Perfected, protected, or enforced, or are entitled to any particular priority. (d) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to make the reductions and releases contemplated by and to release any Lender Lien upon Collateral (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements in accordance with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been madeSection 2.15(b), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property sold or to be sold or being disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; , (Ciii) constituting property in which no Credit Loan Party owned an any interest at the time the Lender Lien was granted or at any time thereafter; or after that, (Div) constituting property leased to any Credit Loan Party under a lease which that has expired or has been terminated in a transaction permitted under this Agreement the Loan Documents or is about to expire and which that has not been, and is not intended by such Credit that Loan Party to be, renewed renewed, (v) consisting of an instrument evidencing Debt pledged to the Administrative Agent (for the benefit of the Lenders), if the underlying Debt has been paid in full, or extended; and (iivi) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if approved, authorized, or ratified in writing by the Required Lenders, or, if such Person ceases release relates to be a Subsidiary as a result all or substantially all of a transaction permitted under this Agreementthe Collateral, by all of the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties will Lenders shall confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral under this subsection (d)." (w) Section 9.11 of the Credit Agreement shall be amended by adding the following provision to the end thereof: "Notwithstanding the foregoing, the Lenders each severally covenant and agree to and with the Administrative Agent and each other (which agreement is not for the benefit of and shall not be enforceable by any Loan Party) that, following the occurrence of a Trigger Event, if a Lender Lien has attached to real property located in a One Action Jurisdiction, then such Lender shall not effect any set-off or exercise of bankers' lien or the like (whether under this Section, pursuant to this Section 8.8common law, or otherwise) with respect to the Obligations without the prior consent of the Administrative Agent." (x) A new Schedule 5.09, Schedule 5.19, Schedule 5.20, Schedule 6.14(k), Schedule 6.16 and Schedule 6.21 shall be added to the Credit Agreement, in the form of Schedule 5.09, Schedule 5.19, Schedule 5.20, Schedule 6.14(k), Schedule 6.16 and Schedule 6.21 attached hereto, respectively. (cy) Notwithstanding anything contained in any of Exhibit E to the Credit Documents to Agreement shall be amended by replacing Schedule 2 attached thereto with the contrarydocument attached hereto as Exhibit B. (z) The Credit Agreement shall be further amended by adding a new Exhibit K, in the Credit Parties, the Administrative Agentform of Exhibit A hereto, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any a new Exhibit L, in the form of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Exhibit C hereto.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges perfect and maintain the perfection of the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees . Without excluding the Hedging Lenders from other references to the terms Lenders as applicable in this Agreement, the receipt by the Hedging Lenders of the Liens and other benefits of this paragraph (a)Agreement with respect to the Hedging Obligations shall be deemed to constitute the authorization by and agreement of each of the Hedging Lenders with respect to all the matters governed by this Section 9.11 and by Section 10.01. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations (other than indemnities not then owed) payable under this Agreement and under any other Credit Document; Loan Document (Bother than any Hedging Obligation, the term of which extends beyond the time of such termination of Commitments and payment in full of all other Obligations), (ii) constituting property sold or to be sold or disposed Disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; hereunder, (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Diii) constituting property leased to the Borrower or any Credit Party Subsidiary under a lease which that has expired or that has been terminated in a transaction permitted under this Agreement Agreement, or that is about to expire and which that has not been, and that is not intended by the Borrower or such Credit Party Subsidiary to be, renewed or extended; , (iv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full, (v) constituting Mortgaged Property to be Disposed of pursuant to a Disposition permitted under Section 7.05(d), (vi) constituting Cash Collateral that arose under Section 2.05(g) that Borrower elects to apply as a voluntary prepayment under Section 2.06 or (vii) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, as the case may be, as provided in Section 10.01(h). The Lenders irrevocably authorize the Administrative Agent, at its option and (ii) in its discretion, to release a any Guarantor from its obligations under a any Guaranty and (x) in connection with any other applicable Credit Document if such Person ceases to be Disposition permitted hereunder of Stock of a Subsidiary as a result of in a transaction permitted under this Agreementhereunder or (y) if approved, authorized or ratified in writing by all the Lenders as provided in Section 10.01(g). Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor or particular types or items of Collateral pursuant to this Section 8.89.11(b). (c) Notwithstanding anything contained in any All cash proceeds and other amounts realized by the Administrative Agent from the Collateral after an Event of Default, and all payments received by the Administrative Agent after an acceleration of the Credit Documents Obligations, shall be applied in the following priority, on a pro rata basis within each level of priority: first, to the contrarypayment of all costs and expenses owed under Section 10.04; second, to accrued but unpaid interest on the Loans and L/C Borrowings, accrued but unpaid letter of credit and commitment fees hereunder, and amounts owing under Hedging Obligations (other than any Swap Termination Value owing with respect thereto); third, to payment of outstanding principal of the Loans and L/C Borrowings, any Swap Termination Values payable with respect to Hedging Obligations, and to fund Cash Collateralization of any L/C Obligations; fourth, to payment of all other Obligations then due and payable; and fifth, the Credit Partiesremainder, the Administrative Agentif any, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral Borrower or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents whomever may be exercised solely lawfully entitled to receive such remainder. Notwithstanding the foregoing sentence, Cash Collateral for L/C Obligations shall be applied to reimburse the L/C Issuer for drawings under Letters of Credit issued by Administrative Agent on behalf it as and when they arise in the same proportion as the aggregate amount of such Cash Collateral bears to all L/C Obligations; upon expiration of all outstanding Letters of Credit, any remaining Cash Collateral for L/C Obligations shall be (i) if an Event of Default exists and is continuing at such time, applied as provided in the Secured Parties in accordance with the terms hereof preceding sentence, (ii) if no Default or Event of Default exists and the other Credit Documents. By accepting the benefit of the Liens granted pursuant is continuing at such time, paid over to the Security DocumentsBorrower, each Secured Party not party hereto hereby agrees to the terms or (iii) if a Default exists and is continuing at such time, held until such time as such Default either matures into an Event of Default or is cured, at which time it shall be applied as set forth in clause (i) or (ii) of this paragraph (c)sentence, respectively.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured PartiesLenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to time, time to take any actions action with respect to any Collateral collateral or Security the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral granted pursuant to the Security Loan Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any security interest or Lien granted to or held by the Administrative Agent upon any Collateral collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under any the other Credit DocumentLoan Documents; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the such security interest or Lien was granted or at any time thereafter; or (Div) constituting property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by all the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral collateral pursuant to this Section 8.8subsection 10.11(b). (c) Notwithstanding anything contained in any of To the Credit Documents to extent that the contraryAgent shall be entitled, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and Loan Documents, to apply the other Credit Documents. By accepting proceeds of any collateral for the benefit of the Liens granted pursuant Obligations to the Security Documentspayment thereof, each Secured Party not party hereto hereby agrees to it shall do so ratably in accordance with the terms of this paragraph (c)Obligations then due and owing.

Collateral Matters. (a) The Administrative Except as otherwise expressly provided for in this Agreement, Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is authorized on behalf owned by any Loan Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Secured PartiesBorrowing Base, without the necessity of or whether any notice to particular reserves are appropriate, or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to the Security Documentsany particular priority, each Secured Party hereby agrees or to the terms exercise at all or in any particular manner or under any duty of this paragraph (a). (b) The Lenders herebycare, and disclosure or fidelity, or to continue exercising, any other Secured Party by accepting the benefit of the Liens rights, authorities and powers granted pursuant or available to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantyother Loan Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf (i) in respect of the Secured Parties Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent's own interest in the Collateral as a Lender and (ii) that Agent shall have no duty or liability whatsoever to any other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders' security interest in assets which, in accordance with the terms hereof and the other Credit Documents. By accepting the benefit Article 9 of the Liens granted pursuant Code, can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof and, promptly upon Agent's request therefor, shall deliver such Collateral to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Agent or in accordance with Agent's instructions.

Collateral Matters. (a) The Administrative Agent is Agents are authorized on behalf of the applicable Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is Agents are further authorized (but not obligated) on behalf of the applicable Secured Parties, without the necessity of any notice to or further consent from the such Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the such Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the applicable Administrative Agent to (and at the written request of the US Borrower or Canadian Borrower, as applicable, the applicable Administrative Agent shall) (i) release any Lien granted to or held by the such Administrative Agent upon any Collateral (A) upon termination the occurrence of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentTermination Date; (B) constituting property sold or to be sold or disposed Disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterthereafter (other than as a result of a Disposition prohibited under this Agreement); or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a the Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this AgreementAgreement or upon the occurrence of the Termination Date. Upon the request of the applicable Administrative Agent at any time, the applicable Secured Parties will confirm in writing the such Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.7. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative AgentAgents, and each Secured Party hereby agree that no Secured Party other than the Administrative Agents shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Guaranty and under the Security Documents may be exercised solely by the Administrative Agent on behalf Agents for the benefit of the applicable Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c). (d) Each Secured Party hereby authorizes the Canadian Administrative Agent, on behalf of the Canadian Facility Lenders and their respective Affiliates that are Canadian Secured Parties to, and the US Administrative Agent, on behalf of the US Facility Lenders and their respective Affiliates that are Secured Parties to, enter into an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agents addressing certain intercreditor matters related to this Credit Agreement, it being understood and agreed that no Credit Party shall be a party to such intercreditor agreement or have any rights or obligations thereunder, nor shall the consent of any Credit Party be required with respect to any aspect thereof; provided that such intercreditor agreement shall not in any way modify the obligations of any Credit Party or any of its Subsidiaries hereunder. A copy of such intercreditor agreement will be made available to each Secured Party on the Closing Date and thereafter upon request. Each Secured Party acknowledges and agrees to the terms of such intercreditor agreement and agrees that the terms thereof shall be binding on such Secured Party and its successors and assigns, as if it were a party thereto.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action Except as otherwise expressly provided for in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by Borrower or any Obligor or is cared for, protected or insured or has been encumbered, or that any particular items of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to Collateral meet the eligibility criteria applicable counterparty in its sole discretion have been made), termination respect of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Loans or Letter of Credit Obligations Accommodations hereunder, or whether any particular Availability Reserves are appropriate, or that the liens and security interests granted to Agent herein or pursuant hereto or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all other Secured Obligations payable under this Agreement and or in any particular manner or under any other Credit Document; (B) constituting property sold duty of care, disclosure or fidelity, or to be sold continue exercising, any of the rights, authorities and powers granted or disposed of as part of or available to Agent in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantyother Financing Agreements, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf in respect of the Secured Parties Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (b) Each Lender hereby appoints each other as agent for the purpose of perfecting the security interest of Agent in assets which, in accordance with the terms hereof and the other Credit Documents. By accepting the benefit Article 9 of the Liens granted pursuant Uniform Commercial Code can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof and, promptly upon Agent's request therefor, shall deliver such Collateral to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Agent or in accordance with Agent's instructions.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations Advances and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyGuaranties, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize Each Lender authorizes the Administrative Agent to (i) release any Lien on any Collateral granted to or held by the Administrative Agent upon any Collateral (A) upon termination Agent, for the benefit of this Agreementthe Secured Parties, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; Transaction Document (Ci) constituting property as provided in which no Credit Party owned an interest at the time the Lien was granted Section 2.11 or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementapproved, authorized or ratified in writing in accordance with Section 10.01. Upon the request of by the Administrative Agent at any time, the Secured Parties Majority Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of Collateral pursuant to property. In each case as specified in this Section 8.87.08, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Facility Servicer such documents as the Facility Servicer may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under this Agreement or the other Transaction Documents in accordance with the terms of the Transaction Documents and this Section 7.08. (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, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower, the Facility Servicer or the Portfolio Asset Servicer 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 or the Lien thereon. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being It is understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance (i) shall have no responsibility with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant respect to the Security Documents, each Secured Party not party hereto hereby agrees determination of whether any Pledged Equity is certificated or uncertificated and (ii) the Administrative Agent shall only be responsible for holding Pledged Equity to the terms extent actually received. (d) The Administrative Agent shall monitor any UCC financing statements filed by the Initial Lender in connection with this Agreement solely to the extent that the Initial Lender provides such financial statements to the Administrative Agent. The Administrative Agent shall notify the Initial Lender when the time-period to file continuation statements for such financing statements has commenced and at least 60 days prior to the date such financing statements would terminate; provided that the Administrative Agent shall have no liability or obligation to file any such continuation statements. The Administrative Agent shall have no other duty to see to, or be responsible for the correctness or accuracy of, any recording, filing or depositing of this paragraph (c)Agreement or any agreement referred to herein, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refilling or re-depositing of any thereof.

Collateral Matters. (a) The Administrative Agent is authorized on behalf Secured Parties hereby irrevocably authorize Agent, at her option and in her discretion, to release any security interest in, or lien upon, any of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination satisfaction of all Hedging Agreements with such Persons of the Obligations (other than Hedging Agreements as to which arrangements satisfactory contingent indemnification Obligations to the applicable counterparty in its sole discretion have extent no claim giving rise thereto has been madeasserted), termination of all Letters of Credit or (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property sold or to be being sold or disposed of as part in the ordinary course of Debtor’s business, or in connection with any disposition (iii) if required or permitted under this Agreement or the terms of any of the other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; Loan Documents, or (Div) constituting property leased approved, authorized or ratified in writing by all of Secured Parties or (v) the consummation of the conversion of a;; pf the Notes to equity in accordance with the Notes. Except as provided above, Agent will not release any Credit Party under a lease which has expired security interest in, mortgage or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not beenlien upon, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe Collateral without the prior written authorization of all of Secured Parties. Upon the request of the Administrative by Agent at any time, the Secured Parties will promptly confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained Section. Agent shall have no obligation whatsoever to any Secured Party, to confirm or assure that the Collateral exists or is owned by Debtor or is cared for, protected or insured or has been encumbered, or that the liens and security interests granted to Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantyother Loan Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner she may deem appropriate, in her discretion, given Agent’s own interest in the Collateral as a Secured Parties Party and that Agent shall have no duty or liability whatsoever to any other Secured Party. Each Secured Party hereby appoints Agent and each other Secured Party as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral of Agent in assets which, in accordance with Article 9 of the terms hereof UCC can be perfected only by possession (or where the security interest of a secured party with possession has priority over the security interest of another secured party) and the other Credit Documents. By accepting Agent and each Secured Party hereby acknowledges that it holds possession of any such Collateral for the benefit of the Liens granted pursuant to the Security Documents, each Agent as secured party. Should any Secured Party not party hereto hereby agrees obtain possession of any such Collateral, such Secured Party shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to the terms of this paragraph (c)Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by subsection 11.1(g), all the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.8.subsection 10.11(b). -127- 135 (c) Notwithstanding anything contained Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of the Credit Documents its Affiliates and not related to the contrarytransactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement or any other Loan Document. (i) Any and all proceeds of disposition or other realization on the Collateral or from any realization on any Guaranty received by the Administrative Agent in connection with any enforcement, sale, collection (including judicial or non-judicial foreclosure) or similar proceedings with respect to the Credit Parties, Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be applied by the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).as follows:

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, hereby irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Agreement and the payment in full of all the outstanding Loans, Letter of Credit Obligations Borrowing and all other Secured Obligations (other than contingent indemnification obligations) payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (Cc) constituting property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe Loan Document. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.811.10. (c) Notwithstanding anything contained in 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 Credit Documents to the contraryCollateral, the Credit Partiesexistence, priority or perfection of the Administrative Agent’s Lien thereon, and each Secured or any certificate prepared by any Loan Party hereby agree that no Secured Party in connection therewith, nor shall have the Administrative Agent be responsible or liable to the Lenders for any right individually failure to realize upon monitor or maintain any portion of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the Secured PartiesL/C Issuer, without the necessity of any notice to or further consent from such Secured Parties, any Lender or the L/C Issuer from time to timetime prior to, an Event of Default, to take any actions action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, Each Lender and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, L/C issuer hereby irrevocably authorize the Administrative Agent to Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent upon under any Collateral Loan Document (A) upon termination the occurrence of this Agreementthe Facility Termination Date, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any transfer permitted hereunder or under any other Loan Document, (C) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders, (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; (E) that is subject to an Involuntary Disposition, or (F) as required under the Security Agreement; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted under by this Agreement or any other Credit Loan Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the by Administrative Agent at any time, each Lender and the Secured Parties L/C Issuer will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 8.8.10.11. WEST\275206959.13 (c) Notwithstanding anything contained Subject to (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to), execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Credit Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the contraryrights, the Credit Parties, the authorities and powers granted or available to Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon Agent in this Section 10.11 or in any of the Collateral or to enforce the GuarantyDocuments, it being understood and agreed that all powersin respect of the Collateral, rights and remedies hereunder and under the Security Documents may be exercised solely by or any act, omission or event related thereto, Administrative Agent on behalf may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the Secured Parties L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with the terms hereof and the other Credit Documents. By accepting the benefit Article 9 of the Liens granted pursuant UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions. (f) 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 Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Administrative Agent be responsible or liable to the Security Documents, each Secured Party not party hereto hereby agrees Lenders for any failure to monitor or maintain any portion of the terms of this paragraph (c).Collateral. WEST\275206959.13

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured PartiesLenders, from time to time, time to take any actions action with respect to any Collateral or Security the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Collateral Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations known to Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which no Credit a Loan Party owned an no interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to any Credit a Loan Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement Agreement; (v) consisting of an instrument evidencing Indebtedness or is about to expire and which other debt instrument, if the indebtedness evidenced thereby has not beenbeen paid in full; or (vi) if approved, and is not intended by such Credit Party to be, renewed authorized or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm ratified in writing the Administrative Agent’s authority to release particular types by Majority Lenders or items of Collateral pursuant to this Section 8.8all Lenders, as [*] Indicates confidential treatment requested. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph EACH LENDER AGREES WITH AND IN FAVOR OF EACH OTHER (c)WHICH AGREEMENT SHALL NOT BE FOR THE BENEFIT OF BORROWER OR ANY SUBSIDIARY) THAT THE OBLIGATIONS TO SUCH LENDER ARE NOT AND SHALL NOT BE SECURED BY ANY REAL PROPERTY COLLATERAL NOW OR HEREAFTER ACQUIRED BY SUCH LENDER OTHER THAN THE REAL PROPERTY DESCRIBED IN THE SCHEDULE.

Collateral Matters. (a) The Administrative Agent is hereby authorized by each Lender (on its own behalf and on behalf of the Secured Partiesany Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), without the necessity of any notice to or further consent from any Lender (or any Affiliate of such Secured PartiesLender that is party to a Lender Rate Contract or providing Lender Bank Products), from time and without the obligation to timetake any such action, to take any actions action with respect to any Collateral or any Security Documents Document which may from time to time be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to of the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit Each of the Liens granted pursuant Lenders (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) irrevocably authorizes the Security DocumentsAdministrative Agent, irrevocably authorize at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to (irelease) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination the Revolving Loan Commitments and the full Cash Collateralization of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), then outstanding L/C Obligations and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations payable under this Agreement (other than contingent indemnification obligations and under Obligations in respect of Lender Rate Contracts and Lender Bank Products except to the extent the Administrative Agent has received prior written notice from the applicable Lender (or Affiliate thereof) of any other Credit Documentsuch Lender Rate Contract or the existence of such Obligations in respect of Lender Bank Products); (Bii) constituting property sold of the Loan Parties which is sold, transferred or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under transaction not prohibited by this Agreement or any other the Credit DocumentDocuments; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Diii) constituting property leased to any Credit Party the Loan Parties under a an operating lease which has expired or has been terminated in a transaction permitted under not prohibited by this Agreement or is about to the Credit Documents or which will concurrently expire and which has not been, been and is not intended by such Credit Party the Loan Parties to be, renewed or extended; and (iiiv) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document consisting of an instrument, if such Person ceases the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to be a Subsidiary as a result by those of a transaction permitted under this Agreementthe Lenders required by Section 8.04. Upon the request of by the Administrative Agent at any timeAgent, the Secured Parties Lenders will (and will cause their Affiliates that are party to Lender Rate Contracts or have provided Lender Bank Products to) confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.87.07. (c) Notwithstanding anything contained In addition, so long as no Event of Default has occurred and is continuing, upon written request therefore from the Borrower (together with documentation evidencing the need therefore (in any of form and substance reasonably acceptable the Credit Documents to the contrary, the Credit Parties, Administrative Agent)) the Administrative Agent, at its option and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of in its discretion, may pay (and execute and deliver such documents, instruments and agreements as the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant may deem necessary to pay) to the Security Documents, each Secured Party not party hereto hereby agrees Borrower any insurance or condemnation proceeds to the terms extent such proceeds were received in respect of this paragraph any event resulting in damage, destruction or condemnation of any individual item of property leased by a Loan Party in an amount equal to the lesser of (c)i) the amount of such insurance or condemnation proceeds received in respect of such damage, destruction or condemnation of such individual item of property and (ii) the amount of such insurance or condemnation proceeds required to be paid over to the Person (other than a Loan Party) that leased such item of property to the applicable Loan Party in respect of such damage, destruction or condemnation of such individual item of property. The Lenders irrevocably authorize the Administrative Agent to do the foregoing so long as the Administrative Agent has not received or issued a written notice of an Event of Default. (d) Unless all the Lenders otherwise consent in writing, any and all cash collateral for the Obligations shall be released to the Borrower, to the extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been terminated (ii) all Obligations have been paid in full and are no longer outstanding, including, without limitation, any L/C Obligations or any other contingent obligations.

Collateral Matters. (a) The Each Lender hereby authorizes the Administrative Agent is authorized on behalf of the Secured PartiesAgent, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime prior to an Event of Default, to take any actions action with respect to any Collateral or Security Documents any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf any of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Loan Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably hereby authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral LEGAL 4867-4266-3982v.3 (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the indefeasible payment and satisfaction in full of all outstanding Loansof the Guaranteed Obligations; (ii) as expressly permitted by, Letter but only in accordance with, the terms of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit the applicable Loan Document; and (Biii) constituting property sold if approved, authorized or to be sold ratified in writing by the Requisite Lenders (or disposed such greater number of Lenders as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementmay expressly provide). Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items any of the Collateral pursuant to this Section 8.8Section. (c) Notwithstanding anything contained Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any 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 Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative 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 Administrative Agent in this Section or in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyLoan Documents, it being understood and agreed that all powersin respect of the Collateral, rights and remedies hereunder and under or any act, omission or event related thereto, the Security Documents may be exercised solely by Administrative Agent on behalf may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit benefits of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this paragraph Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (c)e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) The Each Lender authorizes and directs Administrative Agent to enter into Security Documents for the Lender Liens and agrees that any action taken by Administrative Agent concerning any collateral in accordance with any Loan Document, that Agent's exercise of powers concerning the collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. (b) Administrative Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime before a Default or Potential Default, to take any actions action with respect to any Collateral collateral or Security Loan Documents which related to collateral that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)collateral. (bc) The Lenders hereby, and Administrative Agent has no obligation whatsoever to any Lender or to any other Secured Party Person to assure that collateral exists or is owned by accepting any Company or is cared for, protected, or insured or has been encumbered or that the benefit Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) Administrative Agent shall exercise the same care and prudent judgment with respect to collateral and the Loan Documents as it normally and customarily exercises in respect of the Liens granted pursuant to the Security Documents, similar collateral and security documents. (e) Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to release any Lender Lien upon any collateral (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or being disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; , (Cii) constituting property in which no Credit Party Company owned an any interest at the time the Lender Lien was granted or at any time thereafter; or after that, (Diii) constituting property leased to any Credit Party Company under a lease which that has expired or has been terminated in a transaction permitted under this Agreement the Loan Documents or is about to expire and which that has not been, and is not intended by such Credit Party that Company to be, renewed renewed, (iv) consisting of an instrument evidencing Debt pledged to Administrative Agent (for the benefit of Lenders), if the underlying Debt has been paid in full, or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementapproved, authorized, or ratified in writing by Required Lenders. Upon the request of the by Administrative Agent at any time, the Secured Parties will Lenders shall confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to collateral under this Section 8.8. CLAUSE (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (ce).

Collateral Matters. (a) The Administrative Agent is Agents are authorized on behalf of the applicable Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is Agents are further authorized (but not obligated) on behalf of the applicable Secured Parties, without the necessity of any notice to or further consent from the such Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the such Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the applicable Administrative Agent to (and at the written request of the US Borrower or Canadian Borrower, as applicable, the applicable Administrative Agent shall) (i) release any Lien granted to or held by the such Administrative Agent upon any Collateral (A) upon termination the occurrence of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentTermination Date; (B) constituting property sold or to be sold or disposed Disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterthereafter (other than as a result of a Disposition prohibited under this Agreement); or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a the Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this AgreementAgreement or upon the occurrence of 134 the Termination Date. Upon the request of the applicable Administrative Agent at any time, the applicable Secured Parties will confirm in writing the such Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.7. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative AgentAgents, and each Secured Party hereby agree that no Secured Party other than the Administrative Agents shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Guaranty and under the Security Documents may be exercised solely by the Administrative Agent on behalf Agents for the benefit of the applicable Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c). (d) Each Secured Party hereby authorizes the Canadian Administrative Agent, on behalf of the Canadian Facility Lenders and their respective Affiliates that are Canadian Secured Parties to, and the US Administrative Agent, on behalf of the US Facility Lenders and their respective Affiliates that are Secured Parties to, enter into an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agents addressing certain intercreditor matters related to this Credit Agreement, it being understood and agreed that no Credit Party shall be a party to such intercreditor agreement or have any rights or obligations thereunder, nor shall the consent of any Credit Party be required with respect to any aspect thereof; provided that such intercreditor agreement shall not in any way modify the obligations of any Credit Party or any of its Subsidiaries hereunder. A copy of such intercreditor agreement will be made available to each Secured Party on the Closing Date and thereafter upon request. Each Secured Party acknowledges and agrees to the terms of such intercreditor agreement and agrees that the terms thereof shall be binding on such Secured Party and its successors and assigns, as if it were a party thereto.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Loan Documents or applicable Legal Requirements. By Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Documents hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and Persons that are owed any other Secured Party Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements Hedge Contracts with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Persons, termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (Cc) constituting property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any HOUSTON\2059604 -79- time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.09. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Except with respect to the exercise of setoff rights in accordance with Section 9.08 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 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 authorized 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, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Lenders hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty Loan Document (as in its sole discretion have been madeeffect on the Closing Date or as amended or otherwise modified in accordance with Section 9.02), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Diii) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or writing by the Required Lenders, unless such release is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases required to be a Subsidiary as a result approved by all of a transaction permitted under this Agreementthe Lenders hereunder. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to this Section 8.8any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Administrative Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable 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 Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, 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 without recourse to or warranty by the Administrative Agent. (b) [Reserved]. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, The Secured Parties irrevocably authorize the Administrative Agent, at its option and each in its discretion, to (i) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 1.15 or Sections 6.01 (f), (i), (n) and (x) and (ii) execute any intercreditor agreements and/or subordination agreements with any holder of any Indebtedness or Liens permitted by this Agreement to the extent such intercreditor agreement and/or subordination agreement is required. 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 or any other Secured Party hereby agree that no Secured Party shall have for any right individually failure to realize upon monitor or maintain any portion of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.02 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 Credit Loan Documents or applicable Legal Requirementslaw. By accepting the benefit of the Liens granted pursuant to the Security DocumentsInstruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (aSection 8.10(a). (b) The Lenders hereby, and any other Each Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the authorizes Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full in cash of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentObligations; (Bii) constituting property Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any the other Credit DocumentLoan Documents; (Ciii) constituting property Property in which the Borrower or any Restricted Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property Property leased to the Borrower or any Credit Party Restricted 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 Credit Party Restricted Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any other as required by the Intercreditor Agreement; or (vi) if approved, authorized or ratified in writing by the applicable Credit Document if such Person ceases to be a Subsidiary Majority Lenders or all the Lenders, as a result of a transaction permitted under this Agreementthe case may be, as required by Section 9.01. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.10. 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 this Section 8.10(b). (c) Notwithstanding anything contained in any of the Credit Loan Documents to the contrary, the Credit PartiesBorrower, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents Instruments may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documentshereof. By accepting the benefit of the Liens granted pursuant to the Security DocumentsInstruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (cSection 8.10(c).

Collateral Matters. ​ (a) The Administrative Agent is hereby authorized by each Lender (on its own behalf or on behalf of the Secured Partiesany Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), without the necessity of any notice to or further consent from any Lender (on its own behalf or on behalf of any Affiliate of such Secured PartiesLender that is party to a Lender Rate Contract or providing Lender Bank Products), from time and without the obligation to timetake any such action, to take any actions action with respect to any Collateral or any Security Documents Document which may from time to time be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to of the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a).​ (b) The Lenders hereby, and any other Secured Party by accepting the benefit Each of the Liens granted pursuant Lenders (on its own behalf or on behalf of any Affiliate of such Lender that is party to the Security Documents, a Lender Rate Contract or providing Lender Bank Products) irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to (irelease) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination the Revolving Loan Commitments and the full Cash Collateralization of all Hedging Agreements with such Persons the then outstanding L/C Obligations (other than Hedging Agreements as to which arrangements satisfactory in an amount equal to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Minimum Collateral Amount) and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations payable under this Agreement and under the other Loan Documents (other than Obligations in respect of Lender Rate Contracts and Lender Bank Products except to the extent the Administrative Agent has received prior written notice from the applicable Lender Party of any other Credit Documentsuch Lender Rate Contract or the existence of such Obligations in respect of Lender Bank Products); (Bii) constituting property sold of the Loan Parties which is sold, transferred or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under transaction not prohibited by this Agreement or any other Credit Documentthe Loan Documents; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Diii) constituting property leased to any Credit Party the Loan Parties under a an operating lease which has expired or has been terminated in a transaction permitted under not prohibited by this Agreement or is about to the Loan Documents or which will concurrently expire and which has not been, been and is not intended by such Credit Party the Loan Parties to be, renewed or extended; and (iiiv) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document consisting of an instrument, if such Person ceases the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to be a Subsidiary as a result by those of a transaction permitted under this Agreementthe Lenders required by Section 8.04. Upon the request of by the Administrative Agent at any timeAgent, the Secured Parties Lenders will (and will cause their Affiliates that are party to Lender Rate Contracts or that have extended Lender Bank Products to) confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents7.07. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).​ -130- 4147-6459-6034 ​

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by under any Credit Document securing the Administrative Agent upon any Collateral Obligations (Ax) upon termination of the commitments under this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Agreement and the payment in full of all outstanding LoansObligations, Letter (y) that is sold or otherwise disposed of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Credit Documents or consented to in accordance with the terms of this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; Agreement, or (Dz) constituting property leased subject to any Credit Party under a lease which has expired Section 12.4, if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended writing by such Credit Party to be, renewed or extendedthe Required Lenders; and and (ii) release a Guarantor from its obligations to subordinate any Lien on any property granted to or held under a Guaranty and any other applicable Credit Document if securing the Obligations to the holder of such Person ceases to be a Subsidiary as a result of a transaction permitted under this AgreementLien. Upon the request of by the Administrative Agent at any time, the Secured Parties Required ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant property. (b) The Administrative Agent shall not be responsible for or have a duty to this Section 8.8ascertain 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 Credit 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. (c) Notwithstanding anything Anything contained in any of the Credit Documents to the contrarycontrary notwithstanding, each of the Credit Parties, the Administrative Agent, Agent and each Secured Party holder of the Obligations hereby agree that (i) no Secured Party holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the GuarantyNotes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by the Administrative Agent Agent, on behalf of the Secured Parties holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the other Credit Documents. By accepting Collateral Documents may be exercised solely by the benefit Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Liens granted Collateral pursuant to a public or private sale or other disposition, the Security DocumentsAdministrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, each Secured Party as agent for and representative of the holders of the Obligations (but not party hereto hereby agrees any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the terms Obligations as a credit on account of this paragraph (c)the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Administrative Agent upon any Collateral collateral: (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (C) constituting property in which the Company or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to the Company or any Credit Party 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 Company or such Credit Party Subsidiary to be, renewed or extended; (E) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness thereby has been paid in full; or (F) if approved, authorized or ratified in writing by the Required Lenders or, if required by SECTION 11.1(f), all the Lenders; and (ii) release a Guarantor from to subordinate its obligations under a Guaranty and interest in any other applicable Credit Document if such Person ceases collateral to be a Subsidiary as a result the holder of a transaction any Lien permitted under this Agreementby CLAUSE (i) or (j) of SECTION 8.1. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral collateral pursuant to this Section 8.8SUBSECTION 10.11(b). (c) Notwithstanding anything contained Each Lender agrees with and in any favor of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party other (which agreement shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may not be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting for the benefit of the Liens granted pursuant Company or any Subsidiary) that any security interest in real property collateral received by a Lender in connection with the extension of any loan or financial commitment between such Lender and the Company or any of its Affiliates and not related to the Security Documents, each Secured Party transactions contemplated hereby shall not party hereto hereby agrees to constitute collateral for the terms of Company's obligations under this paragraph (c)Agreement or any other Loan Document.

Collateral Matters. (a) The Administrative Except as otherwise expressly provided for in this Agreement, no Agent is authorized on behalf of the Secured Parties, without the necessity of shall have any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or Security Documents which may be necessary to perfect and maintain is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or whether any particular reserves are appropriate, or that the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Term Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting for the benefit of the Liens granted Lender Group herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to the Security Documentsany particular priority, each Secured Party hereby agrees or to the terms exercise at all or in any particular manner or under any duty of this paragraph (a). (b) The Lenders herebycare, and disclosure or fidelity, or to continue exercising, any other Secured Party by accepting the benefit of the Liens rights authorities and powers granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory available to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyLoan Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf (i) in respect of the Secured Parties Collateral, or any act, omission or event related thereto, each Agent may act in any manner deemed appropriate, in its respective sole discretion, given such Agent's own interest in the Collateral as a Lender and (ii) that no Agent shall have any duty or liability whatsoever to any other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Term Agent's Lien for the benefit of Lender Group in assets which, in accordance with the terms hereof and the other Credit Documents. By accepting the benefit Article 9 of the Liens granted pursuant Code, can be perfected only by possession. Should any Lender (other than an Agent) obtain possession of any such Collateral, such Lender shall notify Applicable Agent thereof and, promptly upon Applicable Agent's request therefor, shall deliver such Collateral to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Applicable Agent or in accordance with Applicable Agent's instructions.

Collateral Matters. (a) The Administrative ------------------ Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any collateral or the Loan Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens collateral granted pursuant to the Security Loan Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral collateral: (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe indebtedness thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by Section 10.1(c), all the Lenders. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c9.11(b).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from such Secured Partiesthe Lenders, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, 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 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Loan Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)law. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, Each Lender irrevocably authorize authorizes the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreementthe Commitments, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Loan Document; (Bii) constituting property Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any the other Credit DocumentLoan Documents; (Ciii) constituting property Property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property Property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations as required under a Guaranty and any other Section 2.02(e); or (vi) if approved, authorized or ratified in writing by the applicable Credit Document if such Person ceases to be a Subsidiary Required Lenders or all the Lenders, as a result of a transaction permitted under this Agreementthe case may be, as required by Section 9.01. Upon the request of the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c8.09(b).

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Loan Documents or applicable Legal Requirements. By Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party Documents hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and Persons that are owed any other Secured Party Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements Hedge Contracts with such Persons (other than Hedging Agreements as Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty and the applicable counterparty in its sole discretion Borrower have been made), termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the applicable Administrative Agent and the Issuing Lender in its sole discretion shall have been made), and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender shall have been made) and all other Secured Obligations (other than contingent indemnification obligations) payable under this Agreement and under any other Credit Loan Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; (Cc) constituting property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementthe Loan Document. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.88.10. (c) Notwithstanding anything contained in 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 Credit Documents to the contraryCollateral, the Credit Partiesexistence, priority or perfection of the Administrative Agent’s Lien thereon, and each Secured or any certificate prepared by any Loan Party hereby agree that no Secured Party in connection therewith, nor shall have the Administrative Agent be responsible or liable to the Lenders for any right individually failure to realize upon monitor or maintain any portion of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesLenders, without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Related Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Related Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations Liabilities known to the Administrative Agent and payable under this Agreement and under or any other Credit Related Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which the Borrower or any of its Subsidiaries owned no Credit Party owned an interest at the time the such Lien was granted or at any time thereafter; or (Div) constituting property leased to the Borrower or any Credit Party of its Subsidiaries 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 Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, as a result of a transaction permitted under this Agreementthe case may be, as provided in Section 15.1. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.813.7. (c) Notwithstanding anything contained Each Lender agrees with and in any favor of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party other (which agreement shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may not be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting for the benefit of the Liens granted pursuant Borrower or any of its Subsidiaries) that the Borrower's obligation to such Lender under this Agreement and the Security Documents, each Secured Party Related Documents is not party hereto hereby agrees to the terms of this paragraph (c)and shall not be secured by any real property collateral now or hereafter acquired by such Lender.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2 or Section 7.3 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Requirement. (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty Payment in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentFull; (Bb) constituting property sold or to be sold or disposed Disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a the Guaranty and any other applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. . (c) Upon the request of by the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under its Guaranty pursuant to this Section 8.8. (c) Notwithstanding anything contained in 8.7. 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 Credit Documents to the contraryCollateral, the Credit Partiesexistence, priority or perfection of the Administrative Agent’s Lien thereon, and each Secured or any certificate prepared by any Credit Party hereby agree that no Secured Party in connection therewith, nor shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of be responsible or liable to the Secured Parties in accordance with the terms hereof and the or any other Credit Documents. By accepting the benefit Lender Party for any failure to monitor or maintain any portion of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Collateral.

Collateral Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit DocumentFinancing Agreement (i) upon the Liabilities being Paid in Full; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under hereunder; or (iii) subject to Section 12.1, if approved, authorized or ratified in writing by all of the Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is expressly permitted by this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Indebtedness secured by any Credit Party under a lease which has expired or has been terminated in a transaction such Lien is permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementhereby). Upon the request of the Administrative by Agent at any time, the Secured Parties Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained 12.10. Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Agent) obtain possession or control of the Credit Documents any such assets or Collateral, such Lender shall promptly notify Agent thereof in writing, and, promptly upon Agent’s written request therefore, shall deliver such assets or Collateral to the contraryAgent or in accordance with Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions. Each Lender agrees that, the Credit Partiesexcept as otherwise expressly provided herein, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall it will not have any right individually to enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any of Collateral for the Collateral or Liabilities unless instructed in writing to enforce the Guarantydo so by Agent, it being understood and agreed that all powers, such rights and remedies hereunder and under the Security Documents may be exercised solely only by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Agent.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, Lenders without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as may be reasonably necessary with respect to preserve any rights Collateral or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting which may be necessary to perfect and maintain perfected the benefit of security interest in and Liens upon the Liens Collateral granted pursuant to the Security Credit Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) If an Event of Default shall have occurred and be continuing, the Administrative Agent may, and at the request of the Required Lenders shall, take a security interest in assets and properties of the Borrower and its Subsidiaries that are not Collateral as the Administrative Agent shall request, in its sole discretion, and all such assets and properties shall be part of the Collateral securing the payment and performance of the Obligations. The Borrower or each Subsidiary of the Borrower, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Administrative Agent, at the Borrower’s expense, such documents (including, without limitation, mortgages, deeds of trust, deeds to secure debt, guarantees, security agreements, UCC financing statements, fixture filings, opinions of counsel, title insurance and endorsements) and other assurances as the Administrative Agent may reasonably request in order to create and perfect Liens on such assets and properties in favor of the Administrative Agent, subject to no other Liens other than Permitted Liens. (c) The Lenders herebyirrevocably authorize the Administrative Agent, at its option and in its discretion, to authorize the release of any other Secured Party by accepting Lien granted for the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by and the Administrative Agent Lenders upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property consisting of an instrument evidencing Debt or other debt instrument, if the indebtedness evidenced thereby has been paid in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterfull; or (Div) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement writing by the Required Lenders or is about to expire and which has not beenall the Lenders, and is not intended by such Credit Party to as the case may be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementprovided in Section 13.11. Upon the request of by the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s authority to authorize the release of particular types or items of Collateral pursuant to this Section 8.812.10(c). (cd) Notwithstanding anything contained in In the event that a Credit Party desires to retire or sell any motor vehicle that is part of the Credit Documents Collateral, the Borrower shall submit to the contraryAdministrative Agent a Request for Title and Lien Release in the form of Exhibit N hereto, and, upon the Credit Parties, approval of such request by the Administrative Agent, the Administrative Agent shall release the first priority Lien on such motor vehicle. (e) The Lenders irrevocably authorize the Administrative Agent, at its option and each Secured Party hereby agree in its discretion, in the event that, at any time, the Administrative Agent determines that no Secured Party shall it does not have any right individually to realize upon any a perfected Lien on (i) such fee-owned real properties of the Collateral or Borrower and its Subsidiaries as constitute at least seventy-five percent (75%) of the aggregate value of all fee-owned real properties of the Borrower and its Subsidiaries, and/or (ii) such motor vehicles of the Borrower and its Subsidiaries as constitute at least seventy-five percent (75%) of the aggregate value of motor vehicles of the Borrower and its Subsidiaries, to enforce obtain perfected Liens on such unencumbered fee-owned real properties and/or unencumbered motor vehicles as the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of deems necessary to reach the Secured Parties in accordance seventy-five percent (75%) aggregate value threshold. Borrower shall provide the Administrative Agent with all information reasonably requested by the Administrative Agent from time to time related to assets owned by the Borrower and its Subsidiaries, shall cooperate fully with the terms hereof Administrative Agent with respect to the performance of due diligence and the other Credit Documents. By accepting execution of documents necessary to facilitate such Lien perfection and shall pay all reasonable costs and expenses incurred by the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Administrative Agent and its counsel in connection therewith.

Collateral Matters. (a) The Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the Secured PartiesL/C Issuer, without the necessity of any notice to or further consent from such Secured Parties, any Lender or the L/C Issuer from time to timetime prior to, an Event of Default, to take any actions action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Collateral Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, Each Lender and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, L/C issuer hereby irrevocably authorize the Administrative Agent to Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent upon under any Collateral Loan Document (A) upon termination the occurrence of this Agreementthe Facility Termination Date, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any transfer permitted hereunder or under any other Loan Document, (C) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders, (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; (E) that is subject to an Involuntary Disposition, or (F) as required under the Security Agreement; and WEST\258439317.6 319678-000089117 (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted under by this Agreement or any other Credit Loan Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the by Administrative Agent at any time, each Lender and the Secured Parties L/C Issuer will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 8.810.11. (c) Notwithstanding anything contained Subject to (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Credit Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the contraryrights, the Credit Parties, the authorities and powers granted or available to Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon Agent in this Section 10.11 or in any of the Collateral or to enforce the GuarantyDocuments, it being understood and agreed that all powersin respect of the Collateral, rights and remedies hereunder and under the Security Documents may be exercised solely by or any act, omission or event related thereto, Administrative Agent on behalf may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the Secured Parties L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with the terms hereof and the other Credit Documents. By accepting the benefit Article 9 of the Liens granted pursuant UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions. (f) 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 WEST\258439317.6 319678-000089118 collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Administrative Agent be responsible or liable to the Security Documents, each Secured Party not party hereto hereby agrees Lenders for any failure to monitor or maintain any portion of the terms of this paragraph (c)Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Persons, termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)Credit, and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyGuaranties, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).

Collateral Matters. (a) The Administrative Each Lender authorizes and directs each Agent to enter into the Loan Documents for the Lender Liens and agrees that any action taken by an Agent concerning any collateral (with the consent or at the request of Required Lenders) in accordance with any Loan Document, that Agent's exercise (with the consent or at the request of Required Lenders) of powers concerning the collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. (b) Each Agent is authorized on behalf of the Secured Partiesall Lenders, without the necessity of any notice to or further consent from such Secured Partiesany Lender, from time to timetime before an Event of Default or Potential Default, to take any actions action with respect to any Collateral collateral or Security Loan Documents which related to collateral that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)collateral. (bc) The Lenders herebyExcept to use the same standard of care that it ordinarily uses for collateral for its sole benefit, and neither Agent has any obligation whatsoever to any Lender or to any other Secured Party Person to assure that the Collateral exists or is owned by accepting any Company or is cared for, protected, or insured or has been encumbered or that the benefit of Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) Each Agent shall exercise the Liens granted pursuant same care and prudent judgment with respect to the Security Documents, collateral and the Loan Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize the Administrative Agent each Agent, at its option and in its discretion, to release any Lender Lien upon any collateral (i) release any Lien granted to or held by the Administrative Agent upon any Collateral in accordance with SECTION 6.5, (A) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bii) constituting property sold or to be sold or being disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Loan Document; , (Ciii) constituting property in which no Credit Party Company owned an any interest at the time the Lender Lien was granted or at any time thereafter; or after that, (Div) constituting property leased to any Credit Party Company under a lease which that has expired or has been terminated in a transaction permitted under this Agreement the Loan Documents or is about to expire and which that has not been, and is not intended by such Credit Party that Company to be, renewed renewed, (v) consisting of an instrument evidencing Debt pledged to that Agent (for the benefit of Lenders), if the underlying Debt has been paid in full, or extended; and (iivi) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementapproved, authorized, or ratified in writing by Lenders. Upon the request of the Administrative by either Agent at any time, the Secured Parties will Lenders shall confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to collateral under this Section 8.8. CLAUSE (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (cE).

Collateral Matters. (a) The Each Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. The Each Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties Lenders under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a)Requirement. (b) The Lenders herebyLenders, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, hereby irrevocably authorize the each Administrative Agent to (i) release any Lien granted to or held by the such Administrative Agent upon any Collateral (Aa) upon termination of this Agreement, termination of all Hedging Agreements Arrangements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made)Persons, termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the applicable Applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding LoansAdvances, Letter of Credit Obligations (other than with respect to Letters of Credit as to which other arrangements reasonably satisfactory to the Applicable Issuing Lender have been made) and all other Secured Obligations payable under this Agreement and under any other Credit Document; (Bb) constituting property sold or to be sold or disposed of as part of or in connection with any disposition Disposition permitted under this Agreement or any other Credit Document; (Cc) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Dd) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) constituting assets held by a Restricted Subsidiary upon designation of such Restricted Subsidiary as an Unrestricted Subsidiary pursuant to and in accordance with Section 5.11(b); (ii) subordinate any Lien on any property granted to or held by such Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(g); or (g) constituting Excluded Perfection Collateral (to the extent necessary to release the perfection of the Lien granted thereon in the name of ▇▇▇▇▇ Fargo Capital Finance), Excluded Properties (Canada) or Excluded Properties (US); and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. . (c) Upon the request of the by an Administrative Agent at any time, the Secured Parties will confirm in writing the such Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under its Guaranty pursuant to this Section 8.88.9. Neither Administrative Agent shall 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 either Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall either Administrative Agent be responsible or liable to the Secured Parties or any other Lender Party for any failure to monitor or maintain any portion of the Collateral. (cd) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative AgentAgents, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuarantyGuaranties, it being understood and agreed that all powers, rights and remedies hereunder under the Guaranties and under the Security Documents may be exercised solely by Applicable Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. . (e) By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Section 8.9.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of Lenders (including the Secured Parties, without Issuing Bank and the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligatedSwingline Lender) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to and the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by under any Credit Document securing the Administrative Agent upon any Collateral Obligations (Ax) upon termination of the commitments under this Agreement, termination Agreement and payment in full of all Hedging Agreements with such Persons Obligations (other than Hedging Agreements as to which arrangements satisfactory to contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the applicable counterparty in its sole discretion have been made), expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the applicable Administrative Agent and the Issuing Lender in its sole discretion Bank shall have been made), and the payment in full (y) that is sold or otherwise disposed of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Credit Documents or consented to in accordance with the terms of this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; Agreement, or (Dz) constituting property leased subject to any Credit Party under a lease which has expired Section 11.4, if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended writing by such Credit Party to be, renewed or extended; and the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Credit Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 8.2(m); and (iii) to release a any Guarantor from its obligations under a Guaranty this Agreement and any the other applicable Credit Document Documents if such Person ceases to be a Guarantor or becomes an Excluded Subsidiary as a result of a transaction permitted under this Agreementthe Credit Documents. Upon the request of by the Administrative Agent or the Collateral Agent at any time, the Secured Parties Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 8.810.10, in each case in accordance with the authority granted by this Agreement. (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, or any certificate prepared by any Credit 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. (c) Notwithstanding anything Anything contained in any of the Credit Documents to the contrarycontrary notwithstanding, each of the Credit Parties, the Administrative Agent, the Collateral Agent and each Secured Party holder of the Obligations hereby agree that (i) no Secured Party holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the GuarantyNotes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by the Administrative Agent Agent, on behalf of the Secured Parties holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Bank or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Credit Party under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefit benefits of the Liens granted pursuant Collateral, each such Qualifying Swap Bank and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the Security limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Bank and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)in any case, only as expressly provided herein.

Collateral Matters. (a) The Administrative Agent is are authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured PartiesBanks, without the necessity of any notice to or further consent from the Secured PartiesBanks, from time to time, time to take any action in exigent circumstances as with respect to any Collateral or the Collateral Documents which may be reasonably necessary to preserve any rights or privileges of perfect and maintain perfected the Secured Parties under security interest in and Liens upon the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens Collateral granted pursuant to the Security Collateral Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) Each Bank authorizes the Administrative Agent to execute on its behalf any such Collateral Documents as may be necessary, including any notices or documents required to register the Collateral Documents in appropriate governmental registries or offices. (c) The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, Banks irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Loan Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property in which a Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property leased to a Borrower or any Credit Party 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 a Borrower or such Credit Party Subsidiary to be, renewed or extended; and (iiv) release a Guarantor from its obligations under a Guaranty and any consisting of an instrument evidencing Indebtedness or other applicable Credit Document debt instrument, if such Person ceases to be a Subsidiary the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Majority Banks or all the Banks, as a result of a transaction permitted under this Agreementthe case may be, as provided in subsection 11.01(g). Upon the request of by the Administrative Agent at any time, the Secured Parties Banks will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in subsection 10.12(b), provided that the absence of any of the Credit Documents to the contrary, the Credit Parties, such confirmation for whatever reason shall not affect the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, ’s rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)Section 10.12.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, Lenders without the necessity of any notice to or further consent from the Secured PartiesLenders, from time to time, time to take any action in exigent circumstances as may be reasonably necessary with respect to preserve any rights Collateral or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting which may be necessary to perfect and maintain perfected the benefit of security interest in and Liens upon the Liens Collateral granted pursuant to the Security Credit Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) If an Event of Default shall have occurred and be continuing, the Administrative Agent may, and at the request of the Required Lenders shall, take a security interest in assets and properties of the Borrower and its Subsidiaries that are not Collateral as the Administrative Agent shall request, in its sole discretion, and all such assets and properties shall be part of the Collateral securing the payment and performance of the Obligations. The Borrower or each Subsidiary of the Borrower, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Administrative Agent, at the Borrower's expense, such documents (including, without limitation, mortgages, deeds of trust, deeds to secure debt, guarantees, security agreements, UCC financing statements, fixture filings, opinions of counsel, title insurance and endorsements) and other assurances as the Administrative Agent may reasonably request in order to create and perfect Liens on such assets and properties in favor of the Administrative Agent, subject to no other Liens other than Permitted Liens. (c) The Lenders herebyirrevocably authorize the Administrative Agent, at its option and in its discretion, to authorize the release of any other Secured Party by accepting Lien granted for the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by and the Administrative Agent Lenders upon any Collateral (Ai) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Commitments and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations known to the Administrative Agent and payable under this Agreement and under or any other Credit Document; (Bii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Documenthereunder; (Ciii) constituting property consisting of an instrument evidencing Debt or other debt instrument, if the indebtedness evidenced thereby has been paid in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafterfull; or (Div) constituting property leased to any Credit Party under a lease which has expired if approved, authorized or has been terminated ratified in a transaction permitted under this Agreement writing by the Required Lenders or is about to expire and which has not beenall the Lenders, and is not intended by such Credit Party to as the case may be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreementprovided in Section 13.11. Upon the request of by ------------- the Administrative Agent at any time, the Secured Parties Lenders will confirm in writing the Administrative Agent’s 's authority to authorize the release of particular types or items of Collateral pursuant to this Section 8.8.12.10(c). ---------------- (cd) Notwithstanding anything contained in In the event that a Credit Party desires to retire or sell any motor vehicle that is part of the Credit Documents Collateral, the Borrower shall submit to the contraryAdministrative Agent a Request for Title and Lien Release in the form of Exhibit N hereto, and, upon the Credit Partiesapproval of such request by the Administrative --------- Agent, the Administrative Agent, and each Secured Party hereby agree that no Secured Party Agent shall have any right individually to realize upon any of release the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent first priority Lien on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c)such motor vehicle.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents Instruments which may be necessary to perfect and maintain the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security DocumentsInstruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.02 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 Credit Loan Documents or applicable Legal Requirementslaw. By accepting the benefit of the Liens granted pursuant to the Security DocumentsInstruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other . Each Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the authorizes Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (Ai) upon termination of this Agreementthe Commitments, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made)termination, and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and Agreement, under any other Credit Loan Document; (Bii) constituting property Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under this Agreement or any the other Credit DocumentLoan Documents; (Ciii) constituting property Property in which the Borrower or any Subsidiary owned no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Div) constituting property Property leased to the Borrower or any Credit Party 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 Credit Party Subsidiary to be, renewed or extended; and or (iiv) release a Guarantor from its obligations under a Guaranty and any other if approved, authorized or ratified in writing by the applicable Credit Document if such Person ceases to be a Subsidiary Majority Lenders or all the Lenders, as a result of a transaction permitted under this Agreementthe case may be, as required by Section 9.01. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents8.10. By accepting the benefit of the Liens granted pursuant to the Security DocumentsInstruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (cb). 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 connection with the Flood Laws. However, the Administrative Agent reminds each Lender and participant that, pursuant to the Flood Laws, each federally regulated lender (whether acting as a Lender or participant) is responsible for assuring its own compliance with the flood insurance requirements.

Collateral Matters. (a) The Administrative Agent is hereby authorized by each Lender (on its own behalf or on behalf of the Secured Partiesany Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), without the necessity of any notice to or further consent from any Lender (on its own behalf or on behalf of any Affiliate of such Secured PartiesLender that is party to a Lender Rate Contract or providing Lender Bank Products), from time and without the obligation to timetake any such action, to take any actions action with respect to any Collateral or any Security Documents Document which may from time to time be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to of the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby, and any other Secured Party by accepting the benefit Each of the Liens granted pursuant Lenders (on its own behalf or on behalf of any Affiliate of such Lender that is party to the Security Documents, a Lender Rate Contract or providing Lender Bank Products) irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to (irelease) release any Lien granted to or held by the Administrative Agent upon any Collateral (Ai) upon termination of this Agreement, termination the Revolving Loan Commitments and the full Cash Collateralization of all Hedging Agreements with such Persons the then outstanding L/C Obligations (other than Hedging Agreements as to which arrangements satisfactory in an amount equal to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), Minimum Collateral Amount) and the payment in full of all outstanding Loans, Letter of Credit Obligations Loans and all other Secured Obligations payable under this Agreement and under the other Loan Documents (other than Obligations in respect of Lender Rate Contracts and Lender Bank Products except to the extent the Administrative Agent has received prior written notice from the applicable Lender Party of any other Credit Documentsuch Lender Rate Contract or the existence of such Obligations in respect of Lender Bank Products); (Bii) constituting property sold of the Loan Parties which is sold, transferred or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under transaction not prohibited by this Agreement or any other Credit Documentthe Loan Documents; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (Diii) constituting property leased to any Credit Party the Loan Parties under a an operating lease which has expired or has been terminated in a transaction permitted under not prohibited by this Agreement or is about to the Loan Documents or which will concurrently expire and which has not been, been and is not intended by such Credit Party the Loan Parties to be, renewed or extended; and (iiiv) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document consisting of an instrument, if such Person ceases the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to be a Subsidiary as a result by those of a transaction permitted under this Agreementthe Lenders required by Section 8.04. Upon the request of by the Administrative Agent at any timeAgent, the Secured Parties Lenders will (and will cause their Affiliates that are party to Lender Rate Contracts or that have extended Lender Bank Products to) confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.8. (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents7.07. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).-137- 4159-4780-3173 ​ ​ ​