Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or any of the Security Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security 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.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Majority Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender and each Bank Product Provider authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders Lenders, each Bank Product Provider and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof Bank Product Provider will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and each Bank Product Provider. The Collateral Agent is hereby authorized on behalf of all of the LendersLenders and each Bank Product Provider, without the necessity of any notice to or further consent from any LenderLender or any Bank Product Provider, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents (if and to the extent such security interest is required to be perfected pursuant to such Security Documents).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinherein or in the other Credit Documents, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or and the Security other Credit Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to or during an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Loan Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Note Obligations by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Loan Document which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to this Agreement and the Security Loan Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) A. Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Requisite Lenders in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security 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.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary or desirable to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender Bank hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Bank. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 11.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the LendersBank, without the necessity of any notice to or further consent from any Lender, Bank from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.. 148

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Security Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Security Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the ------------------ Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security 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.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Ancillary Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Security Ancillary Documents, and the exercise by the 107 Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Ancillary Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Ancillary Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents (if and to the extent such security interest is required to be perfected pursuant to such Security Documents).

Collateral Matters. (a) Each Lender authorizes and directs ------------------ the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security 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.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents Escrow Agreement for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security DocumentsEscrow Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Escrow Agreement which may be necessary to create, perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security DocumentsEscrow Agreement.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of DefaultDefault (provided, however, that the Collateral Agent shall be under no obligation to do so), to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents (if and to the extent such security interest is required to be perfected pursuant to such Security Documents).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinout in Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth out herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized by all Lenders on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note and Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security 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.

Collateral Matters. (aA) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinherein or in the other Credit Documents, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or and the Security other Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinherein or in the other Credit Documents, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or and the Security other Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or o1r Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security 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.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.