Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties. 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 Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the Intercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lendersany Lender, from time to time time, to take any action with respect to any applicable Collateral or the Loan 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 Loan Security Documents. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent. (b) The Lenders, and Lenders hereby authorize each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, in each case at its option and in its discretion, to release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full and satisfaction of all Loans and all other Obligations known to of the Collateral Agent and payable obligations under the Loan Documents at any time arising under or in respect of this Agreement or any other the Loan Document Documents or the transactions contemplated hereby or thereby (except indemnification including obligations for which no claim has been made and of which no Responsible Person under or in respect of any Loan Party has knowledge Interest Rate Protection Agreement, Permitted Hedging Arrangement or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement Arrangements entered into with any Person who was at the time of entry into such agreement a Qualified Cash Management BankLender or an affiliate of any Lender that are currently due and unpaid); , (ii) constituting property being sold or to be sold or otherwise disposed of as part of or in connection with any sale, transfer (to Persons other than a Loan Party) upon the sale or other disposition permitted hereunder; thereof, (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders (or such greater amount, to the Lenders extent required by Section Subsection 11.1) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Collateral Agent any Agent, at any time, the Lenders will confirm in writing the Collateral any Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10Subsection 10.8. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Subsection 11.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this Subsection 10.8(c). (d) No Agent may execute shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by Holdings or any of its duties under this Agreement and Restricted Subsidiaries or is cared for, protected or insured or that the other Loan Documents by Liens granted to any Agent herein or through agents pursuant hereto have been properly or attorneys in fact and shall be sufficiently or lawfully created, perfected, protected or enforced or are entitled to advice any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of counsel concerning all matters pertaining care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agents in this Subsection 10.8 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, each Agent may act in any manner it may deem appropriate, in its sole discretion, given such duties. Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct. (e) The Collateral Agent shall not be responsible may, and hereby does, appoint the Administrative Agent as its agent for the negligence or misconduct purposes of holding any agents or attorneys in fact selected by it Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with reasonable carerespect to the collateral as such Agents may from time to time agree.

Collateral Matters. (a) The Collateral Documentation Agent is authorized on behalf of all of the LendersBanks, without the necessity of 70 122 any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Documentation Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Documentation Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party the Company under a lease which has expired or 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 Borrowers Company to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Section 11.1Banks, as the case may be, as provided in subsection 10.01(f). Upon request by the Collateral Documentation Agent at any time, the Lenders Banks will confirm in writing the Collateral Documentation Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Documentation Agent’s 's rights under this Section 10.109.11. (c) The Collateral Agent may execute any Each Bank agrees with and in favor of its duties each other (which agreement shall not be for the benefit of the Company) that the Company's obligation to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Administrative Agent is hereby authorized on behalf of all of the Lendersby each Secured Party, without the necessity of any notice to or further consent from any Secured Party, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Loan Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Secured Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral 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 release) any Lien granted to or held by the Collateral Administrative Agent upon any Collateral and any guarantee of the Secured Obligations (i) upon termination of the Commitments, Revolving Loan Commitments and the Term Loan Commitments and the full Cash Collateralization in an amount equal to the then outstanding L/C Obligations and the payment in full of all Loans and Secured Obligations, including all other non-contingent Secured Obligations known to the Collateral Agent and payable under this Agreement and under the other Credit Documents and the Lender Rate Contract Obligations (unless (i) arrangements have been made for the Lender Rate Contract Obligations under such Lender Rate Contract to be secured by a secured credit facility refinancing the Facilities or any (ii) the provision of other Loan Document (except indemnification obligations for which no claim replacement collateral equivalent in nature and value has been made (as reasonably determined by the Borrower and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankthe applicable Lender Rate Contract counterparty) to support the Lender Rate Contract Obligations); (ii) 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 sale, transfer transaction not prohibited by this Agreement or other disposition permitted hereunderthe Credit Documents; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party the Significant Parties under a an operating lease which has expired or been terminated in a transaction permitted under not prohibited by this Agreement or is about to the other Credit Documents or which will concurrently expire and which has not been, been and is not intended by the Borrowers Significant Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by the portion those of the Lenders Secured Parties required by Section 11.18.04. Upon request by the Collateral Agent at any timeAdministrative Agent, the Lenders other Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of the Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.107.07. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral 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 LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Loan Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens upon the Collateral granted pursuant to the Loan Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The LendersLenders hereby, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or any other Secured Party by accepting the grant by the Loan Parties benefit of the security interest in the Collateral Liens granted pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (ia) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the Commitmentsapplicable 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 Issuing Lender in its sole discretion have been made), and the payment in full of all Loans outstanding Advances, Letter of Credit Obligations and all other Secured Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderunder this Agreement or any other Credit Document; (iiic) constituting property in which the Loan Parties no Credit Party owned no an interest at the time the Lien was granted or at any time thereafter; or (ivd) constituting property leased to any Loan 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 the Borrowers such Credit Party to be, renewed or extended; and (vii) consisting 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 an instrument evidencing Indebtedness or other debt instrument, if a transaction permitted under this Agreement. Upon the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion request of the Lenders required by Section 11.1. Upon request by the Collateral Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.108.8. (c) The Collateral Agent may execute Notwithstanding anything contained in any of its duties 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 this Agreement 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 Loan Documents by or through agents or attorneys in fact and shall be entitled Credit Documents. By accepting the benefit of the Liens granted pursuant to advice the Security Documents, each Secured Party not party hereto hereby agrees to the terms of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable carethis paragraph (c).

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks and the Swap Banks, without the necessity of any notice to or further consent from the LendersBanks or the Swap Banks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, Banks and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Swap Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Swap Contract; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition Disposition permitted hereunder; (iii) constituting property in which the Loan Parties Co-Borrowers or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Co-Borrowers or any Loan Party Subsidiary under a lease which has expired or 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 Co-Borrowers or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10Subsection 9.11(b); provided provided, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.109.11. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral 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 LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Loan Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens upon the Collateral granted pursuant to the Loan Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The LendersLenders hereby, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or any other Secured Party by accepting the grant by the Loan Parties benefit of the security interest in the Collateral Liens granted pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (iA) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the Commitmentsapplicable 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 Loans outstanding Loans, Letter of Credit Obligations and all other Secured Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (iiB) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderunder this Agreement or any other Credit Document; (iiiC) constituting property in which the Loan Parties no Credit Party owned no an interest at the time the Lien was granted or at any time thereafter; or (ivD) constituting property leased to any Loan 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 the Borrowers such Credit Party to be, renewed or extended; and (vii) consisting 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 an instrument evidencing Indebtedness or other debt instrument, if a transaction permitted under this Agreement. Upon the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion request of the Lenders required by Section 11.1. Upon request by the Collateral Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.108.8. (c) The Collateral Agent may execute Notwithstanding anything contained in any of its duties 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 this Agreement 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 Loan Documents by or through agents or attorneys in fact and shall be entitled Credit Documents. By accepting the benefit of the Liens granted pursuant to advice the Security Documents, each Secured Party not party hereto hereby agrees to the terms of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable carethis paragraph (c).

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or Agreement, any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Swap Contract; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) upon transfers of funds out of a Bank Blocked Accounts, or (vivii) if approved, authorized or ratified in writing by all the portion of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10Subsection 10.11(b); provided provided, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1010.11. (c) The Collateral Agent may execute any Each Bank agrees with and in favor of its duties each other that the Borrower’s obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of secured by any agents or attorneys in fact selected by it with reasonable carereal property collateral.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers a Loan Party to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.111. 1. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.10. (c) The Collateral Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Lenders hereby irrevocably authorize the Agent is authorized on behalf of all of (and if applicable, any subagent appointed by the LendersAgent under Section 13.2 or otherwise), without and the necessity Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any notice conditions to or further consent from release (if any) set forth herein, including the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms continuance of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties Agent’s Lien in any proceeds of the security interest in the Collateral pursuant to the Security Documents)released Collateral, irrevocably authorize the Collateral any such Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent ’s Liens upon any Collateral (i) upon the termination of the Commitments, Commitments and payment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination or cash collateralization of all outstanding Letters of Credit or the posting of Supporting Letters of Credit with respect thereto (whether or not any of such obligations are due) and all other Obligations known (other than any contingent indemnity obligations with respect to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim claim, demand or suit has been made and of which no Responsible Person of any Loan Party has knowledge made, brought or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankthreatened against an Indemnified Person); (ii) constituting property sold or to be being sold or disposed of, if (except sales of items of Rental Equipment in the ordinary course of business so long as part such Agent’s Lien continues in the proceeds of such Collateral) the Borrowers certify to the Agent that the sale or disposition is made in connection compliance with Section 8.10 (and the Agent may rely conclusively on any salesuch certificate, transfer or other disposition permitted hereunderwithout further inquiry); (iii) constituting property in which the Loan Parties Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party an Obligor under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the indebtedness evidenced thereby has applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been paid granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in fullthe rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; or (vivii) if approvedconstituting property being transferred pursuant to any Qualifying Receivables Transaction. Except as provided above, authorized or ratified in writing by the portion Agent will not release any of such Agent’s Liens without the prior written authorization of the Lenders required by Lenders; provided that, in addition to the foregoing, (A) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued in the aggregate not in excess of $25,000,000 during each Fiscal Year without the prior written authorization of any Lender; and (B) the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $50,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 11.14.7 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. Upon request by the Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Agent’s Liens upon particular types or items of Collateral pursuant to this Section 10.10; provided that 13.11. In addition, the absence Lenders hereby irrevocably authorize the Agent to (x) subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such confirmation for whatever reason property that is permitted by Section 8.13(c) and (y) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.11(a). (b) Upon receipt by the Agent of any authorization required pursuant to Section 13.11(a) from the Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon at least five (5) Business Days’ prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not affect be required to execute any such document on terms which, in the Collateral Agent’s rights under this Section 10.10opinion, would expose the 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 (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may execute act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careforegoing.

Collateral Matters. (a) The Collateral Agent is Agents are authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent Agents and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion all of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent Agents at any time, the Lenders Banks will confirm in writing the Collateral Agent’s Agents’ authority to release particular types or items of Collateral pursuant to this Section 10.10Subsection 10.11(b); provided provided, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s Agents’ rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower’s obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties any Credit Party or any of its Subsidiaries owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Credit Party or any of its Subsidiaries under a lease which has expired or 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 Borrowers Credit Party or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.111.01(f). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1010.11. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (1) The Custodian acknowledges and agrees that: (a) The Collateral Agent is authorized on behalf of all it has not entered into, and will not enter into, any agreement, other than this Agreement, in which it agrees to comply with any Entitlement Order or other instruction or direction in respect of the LendersCollateral or any portion thereof and it will not accept or act upon an Entitlement Order, without instruction or direction in respect of the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest Securities Account, except as provided in and Liens upon the Collateral granted pursuant to the Loan Documents.this Agreement; (b) The Lendersall property (whether a credit balance, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents)a security, irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted an instrument or other property) credited to or held by in the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or Securities Account is to be sold or disposed of treated as part of or a financial asset under the STA and the equivalent legislation in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10.jurisdictions; (c) The the Securities Account is a “securities account” for purposes of the STA and the equivalent legislation in other jurisdictions; (d) all account statements for the Securities Account shall show as a credit balance to the Securities Account any cash representing proceeds derived from property held in the Securities Account or cash delivered to the Securities Account as original Collateral, notwithstanding that the Custodian may (and is hereby permitted) to hold such cash in one or more deposit accounts maintained with a deposit-taking institution; (e) it is acting as securities intermediary, for purposes of the STA and the equivalent legislation in other jurisdictions, in respect of the Collateral Agent may execute and any security entitlements credited to the Securities Account; and (f) the securities intermediary’s jurisdiction of the Custodian for purposes of the STA, and the equivalent legislation in other jurisdictions, is the Province of Ontario, Canada. (2) Each of the Pledgor and the Secured Party acknowledges and agrees that: (a) the Custodian shall have no obligation to register any financing statement or other personal property security filings in respect of any of the Collateral, or to perfect or maintain the perfection of any Lien, other than its duties under obligation to open and maintain the Securities Account in accordance with the terms of this Agreement and Agreement; and (b) the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent Custodian shall not be responsible for determining the negligence amount of Collateral required to be delivered by the Pledgor at any time pursuant to this Agreement or misconduct to determine whether the Collateral held in the Securities Account are Permitted Investments. (3) Each of the Pledgor and the Custodian acknowledges and agrees that to the extent that any agents or attorneys other agreement between the Pledgor and the Custodian contains a provision that is inconsistent with the designation of the securities intermediary’s jurisdiction of the Custodian for the purposes of the STA set out in fact selected by it with reasonable careSection 17(1)(c) hereof such agreement is hereby deemed to be amended to remove such inconsistency.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, ; without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the tile security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in m full of all Loans and all other Obligations obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Required Lenders or, if required by Section 11.112.1(e), all the Lenders. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10subsection 11.11(b). (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral Collateral: (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Required Lenders or, if required by Section 11.1subsection 11.1(h), all the Lenders. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral -109- 120 Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10subsection 10.11(b). (c) The Collateral Agent may execute 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 its duties Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement and the or any other Loan Documents 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 through agents non-judicial foreclosure) or attorneys in fact and similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to Article XII or the Subsidiary Guaranty shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for applied by the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.Administrative Agent, as follows:

Collateral Matters. (a) The Collateral Administrative Agent is and the Security Trustee are each hereby authorized on behalf of all of the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Loan Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral AgentAdministrative Agent and the Security Trustee, at its respective option and in its respective discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent and the Security Trustee (as applicable) may deem necessary to release) any Lien granted to or held by the Collateral Administrative Agent or the Security Trustee upon any Collateral (i) upon termination of the Commitments, Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any and under the other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Documents; (ii) 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 sale, transfer transaction not prohibited by this Agreement or other disposition permitted hereunderthe Credit Documents (including Section 5.02(c)); (iii) constituting property in which leased to the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a an operating lease which has expired or 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 the Borrowers Loan Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by the portion those of the Lenders required by Section 11.18.04. Upon request by the Collateral Administrative Agent at any timeor the Security Trustee, the Lenders will confirm in writing the Collateral Administrative Agent’s and the Security Trustee’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.107.07. (c) The Collateral Agent may execute Unless all the Lenders otherwise consent in writing, any of its duties under this Agreement and all cash collateral for the other Loan Documents by or through agents or attorneys in fact and Obligations shall be entitled released to advice of counsel concerning the Borrowers, to the extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been terminated (ii) all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence Obligations have been paid in full and are no longer outstanding, including, without limitation, any L/C Obligations or misconduct of any agents or attorneys in fact selected by it with reasonable careother contingent obligations.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral Collateral: (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Required Lenders or, if required by Section 11.1subsection 11.1(g), all the Lenders. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10subsection 10.11(b). (c) The Collateral Agent may execute 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 its duties Affiliates and not related to the transactions contemplated hereby shall not constitute collateral for the Company's obligations under this Agreement and the or any other Loan Documents 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 through agents non-judicial foreclosure) or attorneys in fact and similar proceedings with respect to the Collateral or a demand or other enforcement or collection with respect to any Guaranty shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for applied by the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.Administrative Agent, as follows:

Collateral Matters. (a) The Collateral Agent is authorized on behalf ------------------ of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (vextended;(v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion Required Lenders or all of the Lenders required by Section 11.1Lenders, as the case may be, as provided in subsection 10.1(d). Upon request by the Collateral Agent at any ------------------ time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 9.10(a), ------------------ provided that the absence of any such confirmation for whatever reason shall not -------- affect the Collateral Agent’s 's rights under this Section 10.10.9.11. ------------ (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Lender other than the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careMortgaged Real Property and the Modesto Property.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers a Loan Party to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.10. (c) The Collateral Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time time, to take any action with respect to any Collateral or the Loan Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Security Documents. The Agent is further authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Banks under the Credit Documents or applicable law. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and expiration of the Letters of Credit and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderunder this Agreement or the other Credit Documents; (iii) constituting property in which the Loan Parties Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary of the Company under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Banks or all the Lenders required by Banks, as the case may be, as provided in Section 11.113.1(g). Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1012.10(b). (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Collateral Agent Liens upon any Collateral (i) upon the termination of the Commitments, Commitments and payment and satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be being sold or disposed of as part of if Borrowers certify to Agent that the sale or disposition is made in connection compliance with Section 6.8 (and Agent may rely conclusively on any salesuch certificate, transfer or other disposition permitted hereunderwithout further inquiry); (iii) constituting property in which the Loan Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to any Loan Party Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement Agreement. Except as provided above, Agent will not release any of its Liens without the prior written authorization of the Lenders; provided that Agent may (so long as (x) no Default or is about to expire and which Event of Default has not been, occurred and is not intended by continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the Borrowers to bemost recently ended four fiscal quarters, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion exclusive of the amount of such EBITDA which is attributable to the assets of Credit Parties so released from the Collateral, would not be less than $85,000,000), in its discretion, release its Liens on Collateral valued in the aggregate for all such releases from and after the Closing Date not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lenders required by Section 11.1and Agent may (so long as (x) no Default or Event of Default has occurred and is continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, exclusive of the amount of such EBITDA which is attributable to the assets of Credit Parties so released from the Collateral, would not be less than $85,000,000) release to release, its Liens on Collateral valued in the aggregate for all such releases from and after the Closing Date greater than $2,500,000 but not in excess of 10% of the aggregate Commitments as of the Closing Date with the prior written authorization of Requisite Lenders. Upon request by the Collateral Agent or Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.109.10. (cb) The Collateral Upon receipt by Agent of any authorization required pursuant to Section 9.10 from Lenders of Agent’s authority to release any Liens upon particular types or items of Collateral, and upon at least five Business Days’ prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may execute any be necessary to evidence the release of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to Liens upon such duties. The Collateral Collateral; provided, however, that (i) Agent shall not be responsible for required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the negligence release of such Liens without recourse or misconduct warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Credit Parties in respect of) all interests retained by Credit Parties, including the proceeds of any agents or attorneys in fact selected by it with reasonable caresale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. The Agent shall have received (ai) The Collateral Agent is authorized the Perfection Certificate signed on behalf of each Loan Party (or written evidence reasonably satisfactory to the Agent (which may include transmission by electronic mail of a signed signature page to the Perfection Certificate) that such party has signed a counterpart of the Perfection Certificate) with respect to the Loan Parties dated as of the Closing Date and duly, (ii) in respect of each Loan Party, the results of searches for any UCC financing statements in the applicable jurisdictions, tax Liens or judgment Liens, as applicable, filed against any Loan Property or its property, which results shall not show any such Liens (other than Liens permitted pursuant to Section 6.02), (iii) evidence reasonably satisfactory to the Agent that arrangements are in place for the filing of financing statements in respect of each Loan Party on Form UCC 1 in each office specified in Section 2.03(e) of the Pledge and Security Agreement, (iv) evidence reasonably satisfactory to the Agent that arrangements are in place for all original stock certificates or membership interest certificates representing all of the Lenders, without the necessity of any notice Equity Interests required to or further consent from the Lenders, from time be pledged pursuant to time to take any action with respect to any Collateral each Pledge and Security Agreement or the Loan Documents which may be necessary to perfect and maintain perfected the security Founder Pledge Agreement, accompanied by undated stock or membership interest in and Liens upon the Collateral granted pursuant transfer powers or other proper instruments of transfer reasonably acceptable to the Loan Documents. (b) The LendersAgent executed in blank, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to be delivered to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness evidence reasonably satisfactory to the Agent that arrangements are in place for all original promissory notes and other instruments required to be pledged pursuant to each Pledge and Security Agreement, accompanied by note transfer powers or other debt instrumentproper instruments of transfer reasonably acceptable to the Agent executed in blank, if to be delivered to the indebtedness evidenced thereby has been paid in full; or Agent and (vi) if approved, authorized or ratified in writing by the portion a certificate of a Responsible Officer of the Lenders required by Section 11.1. Upon request by Borrower certifying that attached thereto are true, complete and correct copies of each Material License as in effect on the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10Closing Date. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any the Loan Party under a lease which has expired or 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 Borrowers or any of their Subsidiaries to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness Debt or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Section 11.1Lenders, as the case may be, as provided in Subsection 12.01(f). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; Subsection 11.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1011.11. (c) The Collateral Agent may execute any Each Lender agrees with and in favor of its duties each other (which agreement shall not be for the benefit of the Borrowers) that the Borrowers’ obligations to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact are not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Lender.

Collateral Matters. (a) The Collateral 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 LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Loan Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens upon the Collateral granted pursuant to the Loan Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The LendersLenders hereby, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or any other Secured Party by accepting the grant by the Loan Parties benefit of the security interest in the Collateral Liens granted pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (ia) upon termination of the Commitmentsthis Agreement, termination of all Hedging Agreements with such Persons, termination of all Letters of Credit, and the payment in full of all Loans outstanding Advances, Letter of Credit Obligations and all other Secured Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderunder this Agreement or any other Credit Document; (iiic) constituting property in which the Loan Parties no Credit Party owned no an interest at the time the Lien was granted or at any time thereafter; or (ivd) constituting property leased to any Loan 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 the Borrowers such Credit Party to be, renewed or extended; and (vii) consisting 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 an instrument evidencing Indebtedness or other debt instrument, if a transaction permitted under this Agreement. Upon the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion request of the Lenders required by Section 11.1. Upon request by the Collateral Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.108.8. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release, or to authorize the Former Collateral Agent to release any Lien granted to or held by the Former Collateral Agent or Administrative Agent upon any Collateral Collateral: (i) upon termination of the Commitments, the cancellation or expiry of all Letters of Credit and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition Disposition permitted hereunder; hereunder subject to any required prepayment of the Loans pursuant to Section 2.08(a) ; (iii) constituting property in which the Loan Parties Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; ; (iv) constituting property leased to the Company or any Loan Party Subsidiary of the Company under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; ; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, instrument if the indebtedness Indebtedness evidenced thereby has been paid in full; or full ; (vi) held for repayments of drawings under a Letter of Credit if approvedsuch collateral is to be used to make such repayment, authorized if such Collateral is to be returned to the Company following expiration of a Letter of Credit or ratified in writing repayment of such drawing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10Company; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.or

Collateral Matters. (a) The Collateral Lenders hereby irrevocably authorize the Agent is authorized on behalf of all of (and if applicable, any subagent appointed by the LendersAgent under Section 13.2 or otherwise), without and the necessity Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any notice conditions to or further consent from release (if any) set forth herein, including the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms continuance of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties Agent’s Lien on any proceeds of the security interest in the Collateral pursuant to the Security Documents)released Collateral, irrevocably authorize the Collateral any such Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent ’s Liens upon any Collateral (i) upon termination Full Payment of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be sold being sold, transferred or disposed of as part of or in connection with (to any Person that is not an Obligor), if the sale, transfer or other disposition permitted hereunderis made in compliance with this Agreement (which shall, upon reasonable request by the Agent, be certified by the Borrowers’ Agent, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of Rental Equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral); (iii) constituting property in which the Loan Parties Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party an Obligor under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the indebtedness evidenced thereby has applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been paid granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in fullthe rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; (vii) subject to Section 7.20(b), constituting property being sold, assigned, pledged or otherwise transferred pursuant to any Securitization Transaction; (viii) being or becoming an Excluded Asset (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); or (viix) constituting property that is owned by a Guarantor that has been released from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, as applicable, pursuant to this Section 13.11 or Section 4.3(h). Except as provided above or in Section 12.1, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Required Lenders; provided that, in addition to the foregoing, (x) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued, in the aggregate for any such release, not in excess of (A) the greater of (1) $280,000,000 and (2) 3% of Consolidated Net Tangible Assets, or (B) if approvedafter giving effect to such sale, authorized conveyance, transfer, lease or ratified other disposition on a pro forma basis Specified Availability is at least $1,000,000,000, the greater of (1) $470,000,000 and (2) 5% of Consolidated Net Tangible Assets; and (y) the Agent may release the Agent’s Liens on Collateral valued in writing the aggregate not in excess of $200,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, so long as all proceeds received in connection with any such release under clause (x) or (y) above are applied to the Obligations in accordance with Section 4.6 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. In addition, the Lenders hereby irrevocably authorize the Agent to (I) subordinate any Lien on any property granted to or held by the portion Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.1(d) and (II) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement (1) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary, (2) as provided in Section 4.3(h) with respect to the obligations of the Lenders required by Canadian Guarantors to guarantee the Obligations of the Canadian Borrowers or (3) as provided in Section 11.112.1. Upon request by the Collateral Agent or the Borrowers at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral Collateral, or to release any Guarantor from its obligations pursuant to this Section 10.10; provided that 13.11(a). (b) Upon receipt by the absence Agent of any authorization required pursuant to Section 13.11(a) from the Required Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such confirmation for whatever reason documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not affect be required to execute any such document on terms which, in the Collateral Agent’s rights under this Section 10.10opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens or Guarantee without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may execute act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careforegoing.

Collateral Matters. (a) The Collateral Documentation Agent is authorized on behalf of all of the LendersBanks, without the necessity of 70 126 any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Documentation Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Documentation Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party the Company under a lease which has expired or 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 Borrowers Company to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Section 11.1Banks, as the case may be, as provided in subsection 10.01(f). Upon request by the Collateral Documentation Agent at any time, the Lenders Banks will confirm in writing the Collateral Documentation Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Documentation Agent’s 's rights under this Section 10.109.11. (c) The Collateral Agent may execute any Each Bank agrees with and in favor of its duties each other (which agreement shall not be for the benefit of the Company) that the Company's obligation to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Administrative Agent is authorized ------------------ on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property (including Capital Stock) sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition Disposition permitted hereunder; (iii) constituting property Property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.1. Upon request ------------ by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10clause (b); provided that the absence of any such ---------- confirmation for whatever reason shall not affect the Collateral Administrative Agent’s 's rights under this Section 10.10. (c) The Collateral 10.11; provided that, with respect to Permitted Liens, ------------- -------- the Lenders agree that the Administrative Agent may execute any (i) subordinate its security interest to that of its duties under this Agreement and the another lender to whom Borrower is permitted to grant such senior security interest or (ii) if such other Loan Documents by or through agents or attorneys in fact and lender shall be entitled to advice of counsel concerning all matters pertaining not agree to such duties. The subordination, release Collateral Agent shall not be responsible for the negligence subject to such permitted Lien or misconduct of any agents or attorneys acknowledge such other lender's first priority security interest in fact selected by it with reasonable caresuch Collateral.

Collateral Matters. (a) The Collateral Administrative Agent is hereby authorized on behalf of all of the Lendersby each Secured Party, without the necessity of any notice to or further consent from any Secured Party, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Loan Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Secured Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral 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 release) any Lien granted to or held by the Collateral Administrative Agent upon any Collateral and any guarantee of the Secured Obligations (i) upon termination of the Commitments, Revolving Loan Commitments and the Term Loan Commitments and the full Cash Collateralization in an amount equal to the then outstanding L/C Obligations and the payment in full of all Loans and Secured Obligations, including all other non-contingent Secured Obligations known to the Collateral Agent and payable under this Agreement and under the other Credit Documents and the Lender Rate Contract Obligations (unless (i) arrangements have been made for the Lender Rate Contract Obligations under such Lender Rate Contract to be secured by a secured credit facility refinancing the Facilities or any (ii) the provision of other Loan Document (except indemnification obligations for which no claim replacement collateral equivalent in nature and value has been made (as reasonably determined by the Borrower and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankthe applicable Lender Rate Contract counterparty) to support the Lender Rate Contract Obligations); (ii) 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 sale, transfer transaction not prohibited by this Agreement or other disposition permitted hereunderthe Credit Documents; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party the Significant Parties under a an operating lease which has expired or been terminated in a transaction permitted under not prohibited by this Agreement or is about to the other Credit Documents or which will concurrently expire and which has not been, been and is not intended by the Borrowers Significant Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; (v) if approved or consented to by those of the Secured Parties required by Section 8.04 or (vi) if approved, authorized or ratified in writing which is not required by the portion terms of the Lenders required by Section 11.1this Agreement. Upon request by the Collateral Agent at any timeAdministrative Agent, the Lenders other Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of the Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.107.07. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Section 11.1Lenders, as the case may be, as provided in SUBSECTION 11.01(f). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; SUBSECTION 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.10SECTION 10.11. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any of its duties Subsidiary) that the Company's obligation to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Lender other than the negligence or misconduct of any agents or attorneys real property described in fact selected by it with reasonable carethe Mortgages.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of Lenders (including the Lenders, without Issuing Bank and the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (bSwing Line Lender) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held under any Loan Document securing the Obligations (x) upon termination of the commitments under this Agreement and payment in full of all Obligations (other than contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents or consented to in accordance with the terms of this Agreement, or (z) subject to Section 11.4, if approved, authorized or ratified in writing by 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 any Guarantor from its obligations under this Agreement and the other Loan Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Loan Documents; provided, no Wholly-Owned Subsidiary may be released from its obligations as a Guarantor if such Person ceases to be a Wholly-Owned Subsidiary unless, in each case, (A) the transaction pursuant to which such Subsidiary ceases to be a Wholly-Owned Subsidiary is consummated with a bona fide third party that is not an Affiliate of any Loan Party, (B) such Subsidiary does not own or have any exclusive license of, or other exclusive rights with respect to, any intellectual property material to the business of AdaptHealth Corp and its Subsidiaries take as a whole, (C) at the time of such release and immediately after giving effect thereto on a Pro Forma Basis, the fair market value of such Subsidiary is deemed to be an Investment by the Borrower in such Subsidiary and such Investment is permitted by this Agreement and (D) the primary purpose of such transaction is not the release of any guarantee or Lien on such Subsidiary; and (iv) at any time any Permitted Securitization Transaction is outstanding, release any Lien granted to or held by the Collateral Agent upon under any Collateral Loan Document on (i1) upon termination any Securitization Related Property that is subject to such Permitted Securitization Transaction and (2) the Capital Stock of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations Special Purpose Subsidiary for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1such Permitted Securitization Transaction. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral 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 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10. (cb) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the negligence existence, value or misconduct 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) Anything contained in any of the Loan Documents to the contrary notwithstanding, each of the Loan Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the 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 agents or attorneys 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 fact selected 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 Loan Documents. By accepting the benefits of the 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 limitations set forth in this clause (d). Furthermore, it with reasonable careis 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, in any case, only as expressly provided herein.

Collateral Matters. (a) The A Collateral Agent is authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which which, in its sole judgment, may be necessary or otherwise advisable to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the pertinent Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the such Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iiiii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iviii) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized or ratified in writing by the portion Majority Lenders and by the majority of the Lenders required (by Section 11.1Commitment, or if the Commitments are terminated, by amount of Loans) under the Tranche having first priority in respect of such Collateral, or (vi) in the case of property of the Debtors, as directed pursuant to a final and unstayed order of the Bankruptcy Court. Upon request by the Collateral Post-Petition Agent at any time, the Required Lenders will confirm in writing the a Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 7.7(b), provided that the absence of any such confirmation for whatever reason shall not affect the a Collateral Agent’s 's rights under this Section 10.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties7.7. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.-----------

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of ------------------ the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (iI) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral, and such Lien shall automatically be released, (i) upon the termination of the Commitments, Commitments and payment and satisfaction in full of all Loans Obligations (other than contingent indemnity obligations with respect to then unasserted claims and the Other Liabilities that are permitted by the providers thereof to remain outstanding), all Letters of Credit shall have expired or terminated (or been cash collateralized or otherwise credit supported (including backstop letters of credit) in a manner reasonably satisfactory to the applicable Issuing Bank) and all other Obligations known Letter of Credit Outstandings have been reduced to zero (or been cash collateralized or otherwise credit supported (including backstop letters of credit) in a manner reasonably satisfactory to the applicable Issuing Bank), (ii) (x) constituting property being sold, transferred or disposed of in a Permitted Disposition or (y) which constitutes property subject to the proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the Pledge Agreement, (iii) as provided in any intercreditor agreement, including the Intercreditor Agreement with respect to Term Loan/Notes Priority Collateral, and (iv) as to the Collateral Agent of any Facility Guarantor, upon its release from its Facility Guarantee as a result of a transaction or designation permitted hereunder (including as a result of designation as an Unrestricted Subsidiary); provided that a wholly-owned Restricted Subsidiary that becomes a non-wholly owned Subsidiary as a result of a transaction shall solely be released from its Facility Guarantee if (1) it is no longer wholly-owned as a result of an arm’s length transaction for a bona fide business purpose and payable under this Agreement not solely for the purpose of releasing such Facility Guarantee, (2) the consideration for any such transaction is at least fair market value, (3) such transaction is entered into with a non-Affiliate, (4) such transaction shall be deemed to be a Permitted Investment or a disposition of property or assets and issuances of securities made by a Loan Party to a non-Loan Party permitted hereunder and (5) immediately before and after such transaction, no Event of Default shall have occurred and be continuing; provided, further, that no such release shall occur (x) if such Subsidiary continues to be a guarantor in respect of any other Loan Document (except indemnification obligations permitted secured Indebtedness for which no claim has been made and borrowed money of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (ivy) constituting property leased after giving effect to any Loan Party under a lease which has expired such release, any Overadvance shall exist or been terminated in a transaction permitted under this Agreement or is about to expire and which has result therefrom. Except as provided above, the Collateral Agent will not been, and is not intended by the Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion release any of the Lenders required by Section 11.1Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Collateral any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 10.108.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in Section 8.16(a); provided provided, however, that (i) the absence Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse 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 (other than those expressly being released) upon (or obligations of any such confirmation for whatever reason Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall not affect continue to constitute part of the Collateral Agent’s rights under this Section 10.10Collateral. (c) The Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent may execute to (i) release any Facility Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of its duties under this Agreement a transaction or designation permitted hereunder, and (ii) upon the other Loan Documents request of the Lead Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The the Collateral Agent shall not be responsible for under any Loan Document to the negligence or misconduct holder of any agents Lien on such property that is permitted under clause (f), (h), (m), or attorneys in fact selected by it with reasonable care(s) of the definition of Permitted Encumbrances.

Collateral Matters. (a) The Collateral Administrative Agent (including ------------------ in its capacity as trustee under any of the Loan Documents or otherwise) is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral collateral security or the Loan Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral security granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral AgentAdministrative Agent (including in its capacity as trustee under any of the Loan Documents or otherwise), at its option and in its discretion, to release (i) any security interest or Lien granted to or held by the Collateral Agent it upon any Collateral collateral security (iA) upon termination of the Commitments, Commitments and payment in full in cash of all principal of and interest on the Loans and all other Obligations known to the Collateral Agent fees, costs, indemnities, gross-ups and expenses that are payable under this Agreement or under any other Loan Document and have been invoiced as of such termination date (except indemnification obligations for in which no claim has been made case the Lenders hereby authorize the Administrative Agent (or trustee under any of the Loan Documents, as applicable) to execute, and the Administrative Agent (or trustee under any of which no Responsible Person the Loan Documents, as applicable) 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 any this Agreement or a Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management BankDocument)); (iiB) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iiiC) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (vD) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viE) if approved, authorized or ratified in writing by the portion of the Majority Lenders or, if required by Section 11.19.02, the Required Lenders or each Lender, as applicable, ------------ and (ii) any guarantor from its obligations under any Guaranty constituting a Loan Document in the event such guarantor is not required to be a guarantor pursuant to the terms of this Agreement. Upon request by the Collateral Administrative Agent (or trustee under any of the Loan Documents, as applicable) at any time, the Lenders will confirm in writing the Collateral Agent’s such party's authority to release particular types or items of Collateral collateral security or a Guaranty pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10Section. (c) The Collateral Except as otherwise provided in the Loan Documents, all moneys which under any trusts therein contained are received by the Administrative Agent in its capacity as trustee may, subject to the terms hereof, be invested in the name of or under the control of the Administrative Agent in any investment for the time being authorized by English law for the investment by trustees of trust money or in any other investments which may be selected by the Administrative Agent. Additionally the same may be placed on deposit in the name of or under the control of the Administrative Agent at such bank or institution (including the Administrative Agent) and upon such terms as the Administrative Agent may execute any think fit. (d) Each Lender hereby confirms its approval of its duties under this Agreement and the other Loan Documents and any security created or to be created pursuant thereto and hereby authorizes, empowers and directs the Administrative Agent (by itself or through agents by such person(s) as it may nominate) to execute and enforce the same as trustee or attorneys as otherwise provided (and whether or not expressly in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careLender's names) on its behalf.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Holdings or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Holdings or any Loan Party under a lease which has expired or been terminated Subsidiary in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) constituting real property to be excluded from the Collateral pursuant to matters arising under Section 7.15; or (vivii) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Section 11.1Banks, as the case may be, as provided in subsection 11.01(f). Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of Holdings or any of its duties Subsidiary) that the Obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Bank other than the negligence or misconduct of any agents or attorneys Mortgaged Properties described in fact selected by it with reasonable carethe Mortgages.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankknowledge); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderhereunder (other than a disposition to another Loan Party); (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any a Loan Party under a lease which has expired or 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 Borrowers Loan Parties to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.111.2. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is Agents are authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (iI) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent Agents and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion all of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent Agents at any time, the Lenders Banks will confirm in writing the Collateral Agent’s Agents’ authority to release particular types or items of Collateral pursuant to this Section 10.10Subsection 10.11(b); provided provided, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s Agents’ rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower’s obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Related Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Related Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations Liabilities known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Related Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any of its Subsidiaries owned no interest at the time the such Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party of its Subsidiaries under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.115.1. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1013.7. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiaries) that the Borrower's obligation to such Lender under this Agreement and the other Loan Related Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Lender.

Collateral Matters. (a) The Collateral Administrative Agent is hereby authorized on behalf of all of the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Loan Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral 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 release) any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any and under the other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Documents; (ii) 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 sale, transfer transaction not prohibited by this Agreement or other disposition permitted hereunderthe Credit Documents; (iii) constituting property in which leased to the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a an operating lease which has expired or 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 the Borrowers Loan Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by the portion those of the Lenders required by Section 11.18.04. Upon request by the Collateral Agent at any timeAdministrative Agent, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.107.07. (c) The Collateral Agent may execute Unless all the Lenders otherwise consent in writing, any of its duties under this Agreement and all cash collateral for the other Loan Documents by or through agents or attorneys in fact and Obligations shall be entitled released to advice of counsel concerning the Borrower, to the extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been terminated (ii) all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence Obligations have been paid in full and are no longer outstanding, including, without limitation, any L/C Obligations or misconduct of any agents or attorneys in fact selected by it with reasonable careother contingent obligations.

Collateral Matters. (a) The Collateral Lenders hereby irrevocably authorize the Agent is authorized on behalf of all of (and, if applicable, any subagent appointed by the LendersAgent under Section 14.2 or otherwise), without and the necessity Agent (and, if applicable, any subagent appointed by the Agent under Section 14.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any notice conditions to or further consent from release (if any) set forth herein, including the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms continuance of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties Agent’s Lien on any proceeds of the security interest in the Collateral pursuant to the Security Documents)released Collateral, irrevocably authorize the Collateral any such Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent ’s Liens upon any Collateral (i) upon termination Full Payment of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be sold being sold, transferred or disposed of as part of or in connection with (to any Person that is not an Obligor), if the sale, transfer or other disposition permitted hereunderis made in compliance with this Agreement (which shall, upon reasonable request by the Agent, be certified by the Borrower, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of rental equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral); (iii) constituting property in which the Loan Parties Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party an Obligor under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the indebtedness evidenced thereby has applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been paid granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in fullthe rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; (vii) constituting property being sold, assigned, pledged or otherwise transferred pursuant to any Securitization Transaction; (viii) being or becoming an Excluded Asset (as defined in the Security Agreement ); or (viix) constituting property that is owned by a Guarantor that has been released from its obligations under ARTICLE VI or pursuant to this Section 14.11. Except as provided above or in Section 13.1, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Required Lenders; provided that, in addition to the foregoing, the Agent may, in its discretion, release such Agent’s Liens on Collateral valued, in the aggregate for any such release, not in excess of the greater of (x) $460,000,000 and (y) 5.0% of Consolidated Net Tangible Assets. (b) In addition, the Lenders hereby irrevocably authorize the Agent to (i) subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (o) of the definition of “Permitted Liens” and (ii) release any Guarantor from its obligations under ARTICLE VI (x) if approved, authorized such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or ratified becomes an Excluded Subsidiary or (y) as provided in writing by the portion of the Lenders required by Section 11.113.1. Upon request by the Collateral Agent or the Borrower at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral Collateral, or to release any Guarantor from its obligations pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1014.11(a). (c) The Upon receipt by the Agent of any authorization required pursuant to Section 14.11(a) from the Required Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under ARTICLE VI, and upon prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral Agent may execute any of or to subordinate its duties interest therein, or to release such Guarantor from its obligations under this Agreement and ARTICLE VI; provided, however, that (i) the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for required to execute any such document on terms which, in the negligence Agent’s opinion, would expose the Agent to liability or misconduct create any obligation or entail any consequence other than the release of such Liens or Guarantee without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any agents sale, all of which shall continue to constitute part of such Collateral. (d) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or attorneys is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in fact selected by any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it with reasonable carebeing understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

Collateral Matters. (a) The Collateral Administrative Agent is hereby authorized on behalf of all of the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Loan Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral 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 release) any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any and under the other Loan Document Documents (except indemnification obligations for which no claim has been made and other than Obligations in respect of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Lender Bank Agreement with a Qualified Cash Management BankProducts); (ii) 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 sale, transfer transaction not prohibited by this Agreement or other disposition permitted hereunderthe Loan Documents; (iii) constituting property in which leased to the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a an operating lease which has expired or 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 the Borrowers Loan Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by the portion those of the Lenders required by Section 11.18.04. Upon request by the Collateral Agent at any timeAdministrative Agent, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.107.07. (c) The Collateral Agent may execute Unless all the Lenders otherwise consent in writing, any of its duties under this Agreement and all cash collateral for the other Loan Documents by or through agents or attorneys in fact and Obligations shall be entitled released to advice the Borrowers, to the extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been terminated (ii) all Obligations (other than Obligations in respect of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence Lender Bank Products) have been paid in full and are no longer outstanding, including, without limitation, any L/C Obligations or misconduct of any agents or attorneys in fact selected by it with reasonable careother contingent obligations.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other asset disposition permitted hereunderhereunder pursuant to Section 8.02; (iii) constituting property in which the Loan Parties Company or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary of the Company under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.111.01 hereof. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1010.11. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection (b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.10Section. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral collateral security or the Loan Documents Pledge Agreements which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral security granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release (i) any security interest or Lien granted to or held by the Collateral Administrative Agent upon any Collateral collateral security (iA) upon termination of the CommitmentsCommitments and Letters of Credit, the maturity of the Acceptances and payment in full in cash of all Loans principal of and interest on the Loans, all fees payable pursuant to Sections 2.11 and 11.4, all Special Facility Obligations (including interest thereon) and all other Obligations known to the Collateral Agent fees, costs and expenses that are payable under this Agreement or under any other Loan Document and have been invoiced (except indemnification obligations for in which no claim has been made case the Lenders hereby authorize the Administrative Agent to execute, and the Administrative Agent agrees to execute, reasonable releases in connection with this Agreement (other than, in any event, as to items stated to survive the termination of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankthis Agreement)); (iiB) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iiiC) constituting property in which the Loan Parties Borrower or any Subsidiary of the Borrower owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (vD) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viE) if approved, authorized or ratified in writing by the portion of the Majority Lenders or, if required by Section 11.1, the Supermajority Lenders or each Lender, as applicable, and (ii) any Guarantor from its obligations under the Guaranty in the event such Guarantor is not required to be a Guarantor pursuant to the terms of this Agreement. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral collateral security pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10Section. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the CommitmentsCommitments and the Dollar Working Capital Facility Uncommitted Tranche Portions, and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers a Loan Party to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.10. (c) The Collateral Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, combined Commitments and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all Lenders, as the Lenders required by case may be, as provided in Section 11.110.01. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; 9.10(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s 's rights under this Section 10.109.10. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of Company or any of its duties Subsidiary) that each Borrower's obligation to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Lender other than the negligence or misconduct of any agents or attorneys real property described in fact selected by it with reasonable carethe Mortgages.

Collateral Matters. (a) The Collateral Each Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Section 11.1Banks, as the case may be, as provided in subsection 11.01(f). Upon request by the Collateral Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s 's rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any of its duties Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Bank other than any real property described in the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careMortgages.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Co-Borrowers or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Co-Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Co-Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.10(b), 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) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Co-Borrowers or any of its duties Subsidiary) that the Co-Borrowers’ obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Each Administrative Agent is authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action actions with respect to any Collateral or the Loan Security Documents which may be necessary to perfect and maintain perfected the security interest Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Loan Security Documents. 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 Lenders under the Credit Documents or applicable Legal Requirement. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or any other Secured Party by accepting the grant by the Loan Parties benefit of the security interest in the Collateral Liens granted pursuant to the Security Documents), hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, each Administrative Agent to (i) release any Lien granted to or held by the Collateral such Administrative Agent upon any Collateral (ia) upon termination of this Agreement, termination of all Hedging Arrangements with such Persons, termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the CommitmentsApplicable Issuing Lender have been made), and the payment in full of all Loans outstanding Advances, 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 known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer Disposition permitted under this Agreement or any other disposition permitted hereunderCredit Document; (iiic) constituting property in which the Loan Parties no Credit Party owned no an interest at the time the Lien was granted or at any time thereafter; (ivd) constituting property leased to any Loan 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 the Borrowers such Credit Party to be, renewed or extended; (ve) consisting constituting assets held by a Restricted Subsidiary upon designation of such Restricted Subsidiary as an instrument evidencing Indebtedness Unrestricted Subsidiary pursuant to and in accordance with Section 5.11(b); (ii) subordinate any Lien on any property granted to or other debt instrument, if held by such Administrative Agent under any Credit Document to the indebtedness evidenced thereby has been paid in fullholder of any Lien on such property that is permitted by Section 6.2(g); or (vig) if approved, authorized or ratified in writing by constituting Excluded Perfection Collateral (to the portion extent necessary to release the perfection of the Lenders required by Section 11.1. 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 request by the Collateral an Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral 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 10.10; provided that 8.9. Neither Administrative Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the absence existence, value or collectability of any such confirmation for whatever reason shall not affect the Collateral Collateral, the existence, priority or perfection of either Administrative Agent’s rights under this Section 10.10Lien 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) The Collateral Agent may execute Notwithstanding anything contained in any of its duties the Credit Documents to the contrary, the Credit Parties, the Administrative Agents, 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 Guaranties, it being understood and agreed that all powers, rights and remedies under this Agreement 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 Loan Documents by or through agents or attorneys in fact and shall be entitled Credit Documents. (e) By accepting the benefit of the Liens granted pursuant to advice the Security Documents, each Secured Party hereby agrees to the terms of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable carethis Section 8.9.

Collateral Matters. (a) The Collateral Lenders hereby irrevocably authorize the Agent is authorized on behalf of all of (and if applicable, any subagent appointed by the LendersAgent under Section 13.2 or otherwise), without and the necessity Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any notice conditions to or further consent from release (if any) set forth herein, including the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms continuance of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties Agent’s Lien in any proceeds of the security interest in the Collateral pursuant to the Security Documents)released Collateral, irrevocably authorize the Collateral any such Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent ’s Liens upon any Collateral (i) upon termination Full Payment of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be sold being sold, transferred or disposed of as part of or in connection with (to any Person that is not an Obligor), if the sale, transfer or other disposition permitted hereunderis made in compliance with Section 8.5 (which shall, upon reasonable request by the Agent, be certified by the Borrowers’ Agent, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of Rental Equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral); (iii) constituting property in which the Loan Parties Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party an Obligor under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the indebtedness evidenced thereby has applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been paid granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in fullthe rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; (vii) subject to Section 7.20(b), constituting property being sold, assigned, pledged or otherwise transferred pursuant to any Securitization Transaction; (viii) being or becoming an Excluded Asset (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); or (viix) constituting property that is owned by a Guarantor that has been released from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreements, as applicable, pursuant to this Section 13.11 or Section 4.3(h). Except as provided above or in Section 12.1, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Lenders; provided that, in addition to the foregoing, (A) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued in the aggregate not in excess of $50,000,000 during each Fiscal Year without the prior written authorization of any Lender; and (B) the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $100,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.6 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. In addition, the Lenders hereby irrevocably authorize the Agent to (x) subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.1(d) and (y) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreements (A) if approvedsuch Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary, authorized or ratified (B) as provided in writing by Section 4.3(h) with respect to the portion obligations of the Lenders required by Canadian Guarantors to guarantee the Obligations of the Canadian Borrower or (C) as provided in Section 11.112.1. Upon request by the Collateral Agent or the Borrowers at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral Collateral, or to release any Guarantor from its obligations pursuant to this Section 10.10; provided that 13.11(a). (b) Upon receipt by the absence Agent of any authorization required pursuant to Section 13.11(a) from the Required Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such confirmation for whatever reason documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not affect be required to execute any such document on terms which, in the Collateral Agent’s rights under this Section 10.10opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens or Guarantee without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may execute act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careforegoing.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.111. 1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf ------------------ of all of the LendersBanks to execute the Collateral Agreements and, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property to be leased by the Company or the Guarantor or constituting security for Indebtedness to any Loan Party under a lease which has expired be incurred by the Company or been terminated the Guarantor, in each case in a transaction permitted under this Agreement, to the extent that the release thereof would not result in a violation of Section 5(o) of the Company Security Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extendedGuarantor Security Agreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks (as specifically contemplated in the Lenders required by Section 11.1Loan Documents) or all the Banks, as the case may be, as provided in subsection 10.01(f). Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 9.12(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.109.12. (cx) The Collateral Agent may execute any Section 10.01 of its duties under this the Credit Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for amended by adding the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.following new clause (f) immediately following clause (e) thereof:

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers a Loan Party to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Requisite Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.110.01. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.109.11. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Lender.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretiondiscretion (and without regard to any limitation in any Collateral Document), to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans Advances and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary of the Borrower under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, Debt if the indebtedness Debt evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1Required Banks, subject to SECTION 8.01(D). Upon request by the Collateral Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that subsection 8.03(B). The Administrative Agent will notify the absence Banks of any such confirmation for whatever reason shall not affect the release of Collateral Agent’s rights under this Section 10.10in a single transaction or series of related transactions having a fair market value of $10,000,000 or more. (c) The Promptly after the Collateral Release Date, the Administrative Agent may execute any of its duties under this Agreement shall (and the other Loan Documents by or through agents or attorneys in fact Banks hereby instruct the Administrative Agent to), upon the request and shall be entitled to advice at the expense of counsel concerning the Borrower, release all matters pertaining to such duties. The liens and security interests securing the obligations of the Borrower and its Subsidiaries under the Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careDocuments.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankknowledge); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderhereunder (other than a disposition to another Loan Party); (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any a Loan Party under a lease which has expired or 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 Borrowers Loan Parties to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.111.2; or (vii) in accordance with the terms of the Intercreditor Agreement. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. Factor represents, warrants, and covenants concerning the Collateral as follows: (a) The Collateral Agent Factor is authorized on behalf the sole and absolute owner of all of the Lenderseach Account and has full legal right to make said sale, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect assignment and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents.transfer thereof; (b) The LendersTo the best of Factor’s knowledge, and the correct face amount of each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to Account is set forth on the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, Account’s Invoice and is not intended by the Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10dispute. (c) The Collateral Agent may execute payment of each Account is not contingent upon the fulfillment of any obligation or contract, past or future, and to the best of Factor’s knowledge, all obligations required of the Seller have been fulfilled as of the date of the Invoice; (d) Each Account set forth is based on an actual sale and delivery of goods and/or services actually rendered, is presently due and owing to the Seller, is not past due or in default, has not been previously sold, assigned, transferred, or pledged (except to Factor or the Bank), and is free of any encumbrance or lien, except as the result of Factor’s sale of such Account to Bank; (e) To the best of Factor’s knowledge, there are no defenses, offsets, or counterclaims against any of its duties the Accounts, and no agreement has been made under this Agreement which the Account Debtor may claim any deduction or discount, except as otherwise stated in any of the Invoices; (f) Upon the sale of each Account by Factor to Bank, Bank shall be the sole and absolute owner of each Account; (g) To the other Loan Documents best of Factor’s knowledge, each Account Debtor and Seller are not insolvent as that term is defined by the Federal Bankruptcy Act; (h) At the time of Purchase by Factor, each Account Debtor has not objected to the payment for, or through agents the quality or attorneys in fact the quantity of the subject matter of the Invoice, and is liable for the amount set forth on the Invoice; (i) Each Account Debtor has been notified that the Account has been transferred to and is payable to Factor or Bank; (j) To the best of Factor’s knowledge, each Account shall be paid only to the lockbox account controlled by the Lockbox Bank; (k) Each Account has been and shall be entitled purchased from the Seller by Factor pursuant to advice the terms of counsel concerning all matters pertaining a Receivable Financing Agreement, and is and shall be subject to a security interest in favor of Factor; (l) Each Account has been verified by Factor in accordance with agreed written instructions with respect to each Seller and/or Account Debtor; (m) To the best of Factor’s knowledge, each Account is an Eligible Account; (n) The Seller of each Account is not in default under the terms of their respective Receivable Financing Agreement with Factor. (o) Factor is not aware of any facts, events or circumstances which evidence or would cause a reasonable person to believe that the Collateral has been compromised in any material manner, or that such duties. The Collateral Agent shall may not be responsible available in accordance with the terms of the Credit Agreements for satisfaction of Account Debtor’s obligations on the negligence Accounts. (p) The Accounts are not subject to any security interest, lien, assignment, or misconduct other encumbrance of any agents or attorneys nature whatsoever except for current taxes and assessments which are not delinquent, the security interests created by this Agreement and/or any Receivable Financing Agreement, and any assignments and security interests created and disclosed in fact selected by it with reasonable carewriting to Bank prior to any Advance on such Accounts. (q) Bank is authorized to file UCC Financing Statements concerning the Collateral, which may include a description of “all assets” of Factor.

Collateral Matters. (a) The Collateral Lenders hereby irrevocably authorize the Agent is authorized on behalf of all of (and if applicable, any subagent appointed by the LendersAgent under Section 13.2 or otherwise), without and the necessity Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any notice conditions to or further consent from release (if any) set forth herein, including the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms continuance of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties Agent’s Lien on any proceeds of the security interest in the Collateral pursuant to the Security Documents)released Collateral, irrevocably authorize the Collateral any such Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent ’s Liens upon any Collateral (i) upon termination Full Payment of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be sold being sold, transferred or disposed of as part of or in connection with (to any Person that is not an Obligor), if the sale, transfer or other disposition permitted hereunderis made in compliance with this Agreement (which shall, upon reasonable request by the Agent, be certified by the Borrowers’ Agent, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of Rental Equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral); (iii) constituting property in which the Loan Parties Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party an Obligor under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the indebtedness evidenced thereby has applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been paid granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in fullthe rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; (vii) subject to Section 7.20(b), constituting property being sold, assigned, pledged or otherwise transferred pursuant to any Securitization Transaction; (viii) being or becoming an Excluded Asset (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); or (viix) constituting property that is owned by a Guarantor that has been released from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, as applicable, pursuant to this Section 13.11 or Section 4.3(h). Except as provided above or in Section 12.1, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Required Lenders; provided that, in addition to the foregoing, (x) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued, in the aggregate for any such release, not in excess of (A) the greater of (1) $331,000,000 and (2) 3% of Consolidated Net Tangible Assets, or (B) if approvedafter giving effect to such sale, authorized conveyance, transfer, lease or ratified other disposition on a pro forma basis Specified Availability is at least $1,000,000,000, the greater of (1) $551,000,000 and (2) 5% of Consolidated Net Tangible Assets; and (y) the Agent may release the Agent’s Liens on Collateral valued in writing the aggregate not in excess of $200,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, so long as all proceeds received in connection with any such release under clause (x) or (y) above are applied to the Obligations in accordance with Section 4.6 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. In addition, the Lenders hereby irrevocably authorize the Agent to (I) subordinate any Lien on any property granted to or held by the portion Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.1(d) and (II) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement (1) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary, (2) as provided in Section 4.3(h) with respect to the obligations of the Lenders required by Canadian Guarantors to guarantee the Obligations of the Canadian Borrowers or (3) as provided in Section 11.112.1. Upon request by the Collateral Agent or the Borrowers at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral Collateral, or to release any Guarantor from its obligations pursuant to this Section 10.10; provided that 13.11(a). 171 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2 (b) Upon receipt by the absence Agent of any authorization required pursuant to Section 13.11(a) from the Required Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such confirmation for whatever reason documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not affect be required to execute any such document on terms which, in the Collateral Agent’s rights under this Section 10.10opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens or Guarantee without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may execute act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careforegoing.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release or direct the Canadian Agent to release any Lien granted to or held by the Collateral Agent Liens upon any Collateral (i) upon the termination of the Commitments, Commitments and payment and satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be being sold or disposed of as part of if Borrowers certify to Agent that the sale or disposition is made in connection compliance with Section 6.8 (and Agent may rely conclusively on any salesuch certificate, transfer or other disposition permitted hereunderwithout further inquiry); (iii) constituting property in which the Loan Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to any Loan Party Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement Agreement. Except as provided above, Agent will not release, or is about instruct the Canadian Agent to expire and which release, any of its Liens without the prior written authorization of the Lenders; provided that Agent may (so long as (x) no Default or Event of Default has not been, occurred and is not intended by continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to the Borrowers to beAgent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion exclusive of the amount of such EBITDA which is attributable to the assets of Credit Parties so released from the Collateral, would not be less than $75,000,000), in its discretion, release, or instruct the Canadian Agent to release, its Liens on Collateral valued in the aggregate for all such releases from and after the Closing Date not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lenders required by Section 11.1and Agent may (so long as (x) no Default or Event of Default has occurred and is continuing, or would result therefrom and (y) Credit Parties have provided evidence to Agent (in form and substance satisfactory to the Agent) that EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters, exclusive of the amount of such EBITDA which is attributable to the assets of Credit Parties so released from the Collateral, would not be less than $75,000,000) release, or instruct the Canadian Agent to release, its Liens on Collateral valued in the aggregate for all such releases from and after the Closing Date greater than $2,500,000 but not in excess of 10% of the aggregate Commitments as of the Closing Date with the prior written authorization of Requisite Lenders. Upon request by the Collateral Agent or Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s 's or Canadian Agent's authority to release any Liens upon particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.109.10. (cb) The Collateral Upon receipt by Agent of any authorization required pursuant to Section 9.10 from Lenders of Agent's or Canadian Agent's authority to release any Liens upon particular types or items of Collateral, and upon at least five Business Days' prior written request by Borrowers, Agent shall or shall cause Canadian Agent to (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of its Liens upon such Collateral; provided, however, that (i) neither Agent nor Canadian Agent shall be required to execute any such document on terms which, in Agent's or Canadian Agent's opinion, would expose Agent or Canadian Agent to liability or create any obligation or entail any consequence other than the release of its duties under this Agreement such Liens without recourse or warranty, and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to (ii) such duties. The Collateral Agent release shall not be responsible for in any manner discharge, affect or impair the negligence Obligations or misconduct any Liens (other than those expressly being released) upon (or obligations of Credit Parties in respect of) all interests retained by Credit Parties, including the proceeds of any agents or attorneys in fact selected by it with reasonable caresale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Collateral 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 LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time time, to take any action with respect to any Collateral or the Loan Documents which in exigent circumstances as may be reasonably necessary to perfect and maintain perfected preserve any rights or privileges of the security interest in and Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens upon the Collateral granted pursuant to the Loan Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The LendersLenders hereby, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or any other Secured Party by accepting the grant by the Loan Parties benefit of the security interest in the Collateral Liens granted pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (ia) upon termination of this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the Commitmentsapplicable 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 Issuing Lender in its sole discretion have been made), and the payment in full of all Loans outstanding Advances, Letter of Credit Obligations and all other Secured Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (iib) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderunder this Agreement or any other Credit Document; (iiic) constituting property in which the Loan Parties no Credit Party owned no an interest at the time the Lien was granted or at any time thereafter; or (ivd) constituting property leased to any Loan 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 the Borrowers such Credit Party to be, renewed or extended; and (vii) consisting 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 an instrument evidencing Indebtedness or other debt instrument, if -85- a transaction permitted under this Agreement. Upon the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion request of the Lenders required by Section 11.1. Upon request by the Collateral Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.108.8. (c) The Collateral Agent may execute Notwithstanding anything contained in any of its duties 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 this Agreement 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 Loan Documents by or through agents or attorneys in fact and shall be entitled Credit Documents. By accepting the benefit of the Liens granted pursuant to advice the Security Documents, each Secured Party not party hereto hereby agrees to the terms of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable carethis paragraph (c).

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Collateral Agent upon under any Collateral Document (iA) upon termination of the Commitments, Revolving Loan Commitments and payment in full of all Loans Obligations, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Letter of Credit Obligations and, to the extent required by Agent in its sole discretion, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Rate Contract Obligations and all other Obligations known to the Collateral Agent obligations, liabilities and payable under this Agreement indebtedness in respect of Bank Products in each case secured, in whole or in part, by any other Loan Document Collateral, or (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (iiB) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer disposition permitted under any Loan Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Loan Documents), (ii) release any Guarantor from its obligations under the Loan Documents (A) upon termination of the Revolving Loan Commitments and payment in full of all Obligations, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Letter of Credit Obligations and, to the extent required by Agent in its sole discretion, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Rate Contract Obligations and all obligations, liabilities and indebtedness in respect of Bank Products in each case secured, in whole or in part, by any Collateral, or (B) upon such Guarantor ceasing to be a Subsidiary pursuant to a transaction permitted hereunder; by this Agreement (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition being made in full compliance with the provisions of the Loan Documents), and (iii) release or subordinate any Lien granted to or held by Agent under any Collateral Document constituting property described in which Section 5.7(c) (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the Loan Parties owned no interest at the time the Lien was granted or at identification of any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or been terminated described in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.15.7(c)). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1011.9. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary of the Borrower under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness Debt or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1Majority Lenders. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.will

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documentssuch documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, this Agreement and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Requisite Lenders or all the Lenders required by Section 11.1Lenders, as the case may be, as provided in this Agreement. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10subsection (b). (c) The Collateral Agent may execute Each Lender agrees (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Lender.

Collateral Matters. The Administrative Agent shall have received: (ai) The all certificates, agreements or instruments representing or evidencing the Pledged Equity, if any, accompanied by instruments of transfer and undated stock powers endorsed in blank; (ii) UCC financing statements (or amendments to the UCC financing statements filed in connection with the Existing Credit Agreement) in appropriate form for filing under the UCC; (iii) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or the Public Parent as debtor and that are filed in those states in which any Loan Party or the Public Parent is organized and such other searches that are required by the Security Agreement or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Instruments (other than Liens permitted by Section 7.01); (iv) duly authorized and executed Mortgages (or amendments or supplements to the Mortgages securing obligations under the Existing Credit Agreement), in each case, in form and substance reasonably acceptable to the Administrative Agent is sufficient to grant, evidence and perfect first-priority Liens with respect to at least ninety percent (90%) of the PV9 Value of the Proved Reserves, attributable to the Engineered Oil and Gas Properties included in the Initial Engineering Report (without taking into account any adjustments for hedging, together with such other assignments, conveyances, amendments, agreements and other writings each duly authorized on behalf of and executed) and all or substantially all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or midstream assets held by the Collateral Agent upon any Collateral (i) upon termination of Borrower’s and the CommitmentsRestricted Subsidiaries on the Closing Date, and payment such certificates and opinions of counsel with respect thereto, in full of all Loans each case as the Administrative Agent shall deem necessary or appropriate; (v) title information consistent with usual and all other Obligations known to customary standards for the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property geographic regions in which the Loan Parties owned no interest at Engineered Oil and Gas Properties are located, taking into account the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire size, scope and which has not been, number of leases and is not intended by the Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion w▇▇▇▇ of the Lenders required by Section 11.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement Borrower and the other Loan Documents by or through agents or attorneys in fact and Parties; provided that after giving effect to its receipt of the title information to be provided pursuant to this clause (b)(v), the Administrative Agent shall be entitled reasonably satisfied with the title information covering Engineered Oil and Gas Properties comprising at least eighty percent (80%) of the total PV9 Value of the Proved Reserves, attributable to advice the Engineered Oil and Gas Properties included in the Initial Engineering Report (without taking into account any adjustments for hedging, together with such other assignments, conveyances, amendments, agreements and other writings each duly authorized and executed); and (vi) duly authorized and executed counterparts of counsel concerning all matters pertaining an Environmental Undertaking and Indemnity (or an amendment to such duties. The Collateral Agent shall not be responsible or amendment and restatement of the Environmental Undertaking and Indemnity executed in connection with the Existing Credit Agreement) with respect to the Borrower’s and the other Loan Parties’ Oil and Gas Properties (including, for the negligence avoidance of doubt, any midstream assets) located in or misconduct offshore adjacent to the State of any agents or attorneys in fact selected by it with reasonable careCalifornia.

Collateral Matters. (a) The Collateral Administrative Agent is hereby authorized on behalf of all of the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Loan Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral 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 release) any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any and under the other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Documents; (ii) 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 sale, transfer transaction not prohibited by this Agreement or other disposition permitted hereunderthe Credit Documents; (iii) constituting property in which leased to the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a an operating lease which has expired or 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 the Borrowers Loan Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by the portion those of the Lenders required by Section 11.18.04. Upon request by the Collateral Agent at any timeAdministrative Agent, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.107.07. (c) The Collateral Agent may execute Unless all the Lenders otherwise consent in writing, any of its duties under this Agreement and all cash collateral for the other Loan Documents by or through agents or attorneys in fact and Obligations shall be entitled released to advice of counsel concerning the Borrowers, to the extent not applied to the Obligations, only if (i) the Commitments have been terminated (ii) all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence Obligations have been paid in full and are no longer outstanding, including, without limitation, any L/C Obligations or misconduct of any agents or attorneys in fact selected by it with reasonable careother contingent obligations.

Collateral Matters. (a) The Collateral Administrative Agent is are authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The LendersEach Bank authorizes the Administrative Agent to execute on its behalf any such Collateral Documents as may be necessary, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant including any notices or documents required to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in register the Collateral pursuant to the Security Documents), Documents in appropriate governmental registries or offices. (c) The Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties a Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers a Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Section 11.1Banks, as the case may be, as provided in subsection 11.01(g). Upon request by the Collateral Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.12(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.1010.12. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is Agents are authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The LendersEach Bank authorizes the Canadian Agent to execute on its behalf any such Collateral Documents as may be necessary, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant including any notices or documents required to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in register the Collateral pursuant to the Security Documents), Documents in appropriate governmental registries or offices. (c) The Banks irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Agent Agents upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent Agents and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties a Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers a Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Section 11.1Banks, as the case may be, as provided in subsection 11.01(f). Upon request by the Collateral Agent Agents at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.1010.11. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Documents Pledge Agreements which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan DocumentsPledge Agreements. In connection with the Recapitalization, the Administrative Agent is authorized to release the stock collateral held under the Mitc▇▇▇▇ ▇▇▇ily Pledge Agreement to the extent necessary, against delivery of the stock of the Company owned by Cinemark Theatres Holdings. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition Disposition permitted hereunder; (iii) constituting property Property in which the Loan Parties Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Company or any Loan Party Subsidiary of the Company under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Banks, as the case may be, subject to Section 11.110.1(f). Upon request by the Collateral Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.109.10(b). (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any of its duties Subsidiaries) that the Company's obligation to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) Each Lender and other Secured Party hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Documents and other Loan Documents for the benefit of such Lender and other Secured Party. Each Lender and other Secured Party hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents and other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and other Secured Parties. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the Lendersother Secured Parties, without the necessity of any notice to or further consent from the Lenders, any Lender or other Secured Party from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, Each Lender and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), other Secured Party hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (iA) upon termination of the Commitments, Aggregate Commitments and payment in full full, in cash of all Loans Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other Obligations known than Letters of Credit as to which other arrangements satisfactory to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document the L/C Issuer shall have been made), (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (iiB) constituting property that is sold or to be sold or disposed of as part of or in connection with any salesale permitted hereunder or under any other Loan Document, transfer or other disposition permitted hereunder; (iiiC) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased subject to any Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not beenSection 10.01, and is not intended by the Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the Lenders required occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Section 11.1the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to property. In each case as specified in this Section 10.10; provided that 9.10, the absence Administrative Agent will, at the Loan Party’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of any such confirmation for whatever reason shall not affect item of Collateral from the assignment and security interest granted under the Collateral Agent’s rights Documents, or to subordinate its interest in such item, or to release such Loan Party from its obligations under the applicable Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 10.109.10. (c) The Collateral Subject to subsection (b) above, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and other Secured Parties to) execute such documents as may execute any be necessary to evidence the release or subordination of its duties under this Agreement and the other Loan Documents by Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral pursuant hereto upon the applicable Collateral; provided that (i) the Administrative Agent shall not be responsible required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any other Loan Party in respect of) all interests retained by the Company or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all 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, other Secured Party or any other Person to assure that the Collateral exists or is owned by the Company or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.10 or in any of the Collateral Documents or other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of Lenders, and that the Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and other Secured Party hereby appoints each other Lender as agent for the negligence purpose of perfecting such Lender’s and such other Secured Party’s security interest in assets which, in accordance with Article 9 of the UCC, can be perfected only by possession. Should any Lender or misconduct other Secured Party (other than the Administrative Agent) obtain possession of any agents such Collateral, such Lender or attorneys other Secured Party shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such Collateral to the Administrative Agent or in fact selected by it accordance with reasonable carethe Administrative Agent’s instructions.

Collateral Matters. Except as otherwise expressly provided in the Intercreditor Agreement: (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to authorize the release of any Lien granted to or held by for the Collateral benefit of the Agent and the Lenders upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1debt 1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to authorize the release of particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10SECTION 10.11(b). (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's and the other Obligors' obligations to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any Lien on real property collateral now or misconduct of any agents or attorneys in fact selected by it with reasonable carehereafter granted to such Lender.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary under a lease which has expired or been terminated in a transaction permitted not prohibited under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness Debt or other debt instrument, if the indebtedness Debt evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.112.01(f). Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral 120 130 Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; 11.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s 's rights under this Section 10.1011.11. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents, as permitted by the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Credit Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankmade); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer disposition of Collateral permitted hereunder or under any other disposition permitted hereunderLoan Document; (iii) constituting property in which the Loan Parties owned no Borrower did not own any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party the Borrower under a lease which has expired or been terminated in a transaction permitted under this Credit Agreement or is about to expire and which has not been, and is not intended by the Borrowers Borrower to be, renewed or extendedextended unless such leased property was purchased by any of the Borrower upon such expiration or termination; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by all or the portion requisite number of the Lenders required by as set forth in Section 11.115.12. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.1013.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.1013.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks and the Swap Banks, without the necessity of any notice to or further consent from the LendersBanks or the Swap Banks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, Banks and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Swap Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Swap Contract; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Loan Parties or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Loan Parties or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) in POR Collateral to the extent the release of the Agent’s Lien in such POR Collateral is required by the applicable POR Agreement or any Requirement of Law; or (vivii) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10Subsection 9.11(b); provided provided, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.109.11. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. Each of the Lenders (including in its capacity as a potential Hedge Bank), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative Agent and/or the Security Agent, as applicable: (a) The Collateral Agent is authorized to enter into and sign for and on behalf of all the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties, including the Acquisition Escrow Agreement for the benefit of the Initial Term Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents.; (b) The Lendersto agree, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms on behalf of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretionLenders, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (i) upon termination of the Commitments, Aggregate Commitments and payment in full of all Loans and all Obligations (other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document than (except A) contingent indemnification obligations for as to which no claim has been made asserted and (B) obligations and liabilities which are accrued and payable under Treasury Services Agreements and Secured Hedge Agreements) 95007615_1 and the expiration or termination of all Letters of Credit and Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and/or the Security Agent or a deemed reissuance under another facility as to which no Responsible Person of any Loan Party has knowledge other arrangements satisfactory to the Administrative Agent and/or the Security Agent and the relevant L/C Issuer or any obligations owed under a Commodity OTC Agreement with a Qualified CounterpartyAlternative L/C Issuer, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankas applicable, shall have been made); , (ii) constituting property sold in the event of a sale or disposition (including through merger or consolidation but other than pursuant to be sold an Enforcement Sale) of assets included in the Collateral to a Person that is not (either before or disposed of as part of after giving effect to such transaction) a Loan Party; provided that such sale or disposition is in compliance with the Loan Documents, or in connection with any saleother release of Permitted Affiliate Parent or a Restricted Subsidiary from its obligations as a Guarantor permitted under the Loan Documents, transfer (iii) if such Collateral is the Equity Interests of, or an asset of, a Guarantor or any of its Subsidiaries, in connection with any sale or other disposition permitted hereunderof such Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Loan Party; (iii) constituting property provided that such sale or asset disposition is in which compliance with the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; Documents, including but not limited to Section 4.10 of Annex II, (iv) constituting property leased subject to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentSection 10.01, if the indebtedness evidenced thereby has been paid in full; or (vi) if release of such Lien is approved, authorized or ratified in writing by the portion Required Lenders, (v) if the property subject to such Lien is owned by a Guarantor or an Additional Borrower, or Equity Interests of Guarantor or Additional Borrower, upon resignation of such Additional Borrower pursuant to Section 10.22 or release of such Guarantor from its obligations under its Guaranty pursuant to Section 11.09, (vi) if such property becomes an Excluded Asset, (vii) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms of the Lenders Loan Documents, (viii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement, (ix) in connection with any merger or other transaction permitted by and in compliance with Section 5.01 of Annex II, (x) with respect to any Collateral that is transferred to a Receivables Entity pursuant to a Qualified Receivables Transaction, and with respect to any Securitization Obligation that is transferred, in one or more transactions, to a Receivables Entity (as such terms are defined in Annex I), (xi) if the property constitutes Equity Interests or assets of a Subsidiary, upon the designation of such Subsidiary as an Unrestricted Subsidiary, or (xii) as a result of, and in connection with, any Solvent Liquidation; and (c) to agree, on behalf of the Lenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or the Security Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 4.12 of Annex II or Annex IV to the extent required by Section 11.1the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens. Upon request by the Collateral Administrative Agent and/or the Security Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s and/or the Security Agent’s authority to agree to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 10.10; provided that 9.10. In each case as specified in this Section 9.10, the absence Administrative Agent and/or the Security Agent will (and each Lender irrevocably authorizes the Administrative Agent and/or the Security Agent, as applicable, to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party or Grantor such documents as such Loan Party or Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item in accordance with the terms of the Loan Documents and this Section 9.10. In relation to any provision of this Agreement which requires the Loan Parties, a Permitted Affiliate Parent or any member of the Restricted Group to deliver a Collateral Document for the purposes of granting any Guaranty or Collateral for the benefit of the Finance Parties, the Security Agent and/or the Administrative Agent, as applicable, shall execute, as soon as reasonably practicable, any such confirmation guarantee or Collateral Document in agreed form which is presented to it for whatever reason execution. In relation to the Acquisition Escrow Agreement (and any other escrow agreement, to the extent applicable), the Security Agent acknowledges and agrees that it shall not affect take any enforcement action, or provide any instruction, in respect of the Collateral Agent’s rights under this Acquisition Escrow Account, including providing any Notice of Exclusive Control (as defined therein), unless the Initial Term Loans, in accordance with Section 10.10. 8.02, have been automatically accelerated or otherwise declared due and payable. If the Security Agent shall have taken any enforcement action, or provided any instruction in respect of the Acquisition Escrow Account, including providing any Notice of Exclusive Control (c) The Collateral Agent may execute any as defined therein), and the events giving rise to such enforcement action, instruction or Notice of its duties under Exclusive Control are cured or waived in accordance with the terms of this Agreement or any Collateral Sharing Agreement, such enforcement action, instruction or Notice of Exclusive Control shall be deemed to be revoked and shall have no further effect between the Security Agent, the SPV 95007615_1 Borrower and the other Loan Documents by or through agents or attorneys in fact Acquisition Escrow Agent and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral the Security Agent shall not be responsible for immediately notify the negligence or misconduct Acquisition Escrow Agent of any agents or attorneys in fact selected by it with reasonable carethe same.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time-to-time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each the Qualified Counterparty and each Qualified Cash Management Bank Counterparties (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), ) irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Financial Hedging Agreement with a Qualified Cash Management BankCounterparty); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party the Borrower under a lease which has expired or 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 Borrowers Borrower to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion all of the Lenders required by Section 11.1Lenders. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral collateral security, the Pledge Agreement, the Security Agreement or the Loan Documents Mortgages which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral security granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release (i) any security interest or Lien granted to or held by the Collateral Administrative Agent upon any Collateral collateral security (iA) upon termination of the Commitments, Commitments and payment in full in cash of all Loans principal of and interest on the Loans, all fees payable pursuant to Sections 2.10 and 11.4, and all other Obligations known to the Collateral Agent fees, costs and expenses that are payable under this Agreement or under any other Loan Document and have been invoiced (except indemnification obligations for in which no claim has been made case the Lenders hereby authorize the Administrative Agent to execute, and the Administrative Agent agrees to execute, reasonable releases in connection with this Agreement (other than, in any event, as to items stated to survive the termination of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankthis Agreement)); (iiB) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iiiC) constituting property in which the Loan Parties Borrower, Holdings or any of their respective Subsidiaries owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (vD) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viE) if approved, authorized or ratified in writing by the portion Majority Lenders or each Lender, as applicable, and (ii) any Guarantor from its obligations under the Guaranty in the event such Guarantor is not required to be a Guarantor pursuant to the terms of the Lenders required by Section 11.1this Agreement. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral collateral security pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10Section. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the CommitmentsCommitments and the Dollar Working Capital Facility Uncommitted Tranche Portions, and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers a Loan Party to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.111. 1. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10.or (c) The Collateral Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. 10.11 Arrangers, Co-Collateral Agents and the Co-Syndication Agents. None of any Arranger, any Co-Collateral Agent or any Co-Syndication Agent, in their respective capacities as such, shall have any duties or responsibilities, nor shall any such Person in such capacity incur any liability under this Agreement or the other Loan Documents.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans Loans, Reimbursement Obligations and all other Obligations Liabilities known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition Disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any other Obligor owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party other Obligor under a lease which has expired or 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 Borrowers Borrower or such other Obligor to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Section 11.1Lenders, as the case may be, as provided in SECTION 13.2(F). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; SUBSECTION 12.10(B), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.10SECTION 12.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the LendersLender, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Holdings or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Holdings or any Loan Party under a lease which has expired or been terminated Subsidiary in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) constituting real property to be excluded from the Collateral pursuant to matters arising under Section 7.15; or (vivii) if approved, authorized or ratified in writing by the portion of Majority Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.111.01(k). Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of Holdings or any of its duties Subsidiary) that the Obligations to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Lender other than the negligence or misconduct of any agents or attorneys Mortgaged Properties described in fact selected by it with reasonable carethe Mortgages.

Collateral Matters. (a) The Collateral Agent is Agents are authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (iI) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent Agents and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion all of the Lenders required by Section 11.1Banks. Upon request by the Collateral Agent Agents at any time, the Lenders Banks will confirm in writing the Collateral Agent’s Agents' authority to release particular types or items of Collateral pursuant to this Section 10.10Subsection 10.11(b); provided provided, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s Agents' rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Holdings or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Holdings or any Loan Party under a lease which has expired or been terminated Subsidiary in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) constituting real property to be excluded from the Collateral pursuant to matters arising under Section 7.15; or (vivii) if approved, authorized or ratified in writing by the portion of Majority Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.111.01(l). Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of Holdings or any of its duties Subsidiary) that the Obligations to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Lender other than the negligence or misconduct of any agents or attorneys Mortgaged Properties described in fact selected by it with reasonable carethe Mortgages.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other asset disposition permitted hereunderhereunder pursuant to SECTION 8.02; (iii) constituting property in which the Loan Parties Company or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary of the Company under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion Majority Lenders or all the Lenders, as the case may be, as provided in SECTION 11.01 hereof. Further, upon the Company achieving a Leverage Ratio of less than or equal to 1.75 to 1.0 for two consecutive fiscal quarters, all Collateral (other than Pledged Collateral as defined in the Lenders required Pledge Agreements and not including the Company Guaranty or the Subsidiaries Guaranty) shall be released by Section 11.1the Collateral Agent so long as no Default or Event of Default shall then be in effect. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10SECTION 10.11. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of A security agreement in a form acceptable to Clean Energy, under which the Lenders, without the necessity of any notice Company grants to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the Clean Energy a security interest in all of its tangible and Liens upon intangible personal property (the Collateral granted pursuant to “Security Agreement”), shall have been duly authorized, executed and delivered by the Loan DocumentsCompany and Clean Energy. (b) The LendersClean Energy shall have received, in form and substance satisfactory to Clean Energy, each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting following: (i) confirmation that all UCC-1 financing statements and other filings necessary or appropriate in the grant by the Loan Parties opinion of Clean Energy to perfect the security interest interests of Clean Energy in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations have been accepted for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); filing; (ii) constituting property sold or to be sold or disposed of such lien and judgment searches as part of or in connection with any saleClean Energy has requested, transfer and such termination statements or other disposition permitted hereunder; documents, as may be necessary to confirm that the Collateral is subject to no other security interests in favor of any Persons other than Permitted Liens; (iii) constituting property evidence that the insurance policies and endorsements required by Section 3.10 hereof are in which the Loan Parties owned no interest at the time the Lien was granted full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or at any time thereafter; endorsements in favor of Clean Energy; (iv) constituting property leased duly executed original control agreements with respect to any Loan Party under a lease which has expired deposit account, securities account, commodity account, or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended other bank account maintained by the Borrowers to be, renewed Company or extended; (v) consisting any of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Agent its subsidiaries at any time, entered into among the Lenders will confirm in writing depository institution at which the Collateral Agent’s authority to release particular types Company (or items of Collateral such subsidiary) maintains a deposit account or the securities intermediary or commodity intermediary at which the Company (or such subsidiary) maintains a securities account or a commodity account, the Company and such subsidiary, and Clean Energy, pursuant to this Section 10.10which Clean Energy obtains control (within the meaning of the UCC) over such deposit account, securities account, or commodity account; provided that this Section 5.6(b)(iv) shall be deemed to have been satisfied if such control agreements are received by Clean Energy within thirty (30) days after the absence date of any such confirmation for whatever reason shall not affect this Agreement; and (v) evidence that all other actions necessary or appropriate in the opinion of Clean Energy to perfect and protect the security interests in the Collateral Agent’s rights under this Section 10.10have been taken. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretionthe Collateral Agent hereby agrees, upon request of the Borrower Representative, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Aggregate Commitments, expiration or termination of all Letters of Credit and payment in full of all Loans and all other Obligations known to the Administrative Agent or the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties BHI or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to BHI or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers BHI or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) acquired by BHI or any Subsidiary of BHI after the Closing Date and at least 75% of the purchase price therefor is within 20 days of the acquisition thereof financed with Indebtedness secured by a Lien permitted by Section 8.01(i); or (vivii) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.111.01. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s 's rights under this Section 10.1010.11. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of BHI or any of its duties Subsidiary) that the Borrowers' obligations to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Lender other than the negligence or misconduct of real property described in any agents or attorneys in fact selected by it with reasonable careMortgages entered into from time to time.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to enter into the Loan Documents and the Intercreditor Agreement and take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, on behalf of themselves and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents)their respective Affiliates, irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person Officer of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)actual knowledge) and the termination of the Commitment; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer sale or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party the Borrower under a lease which has expired or 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 Borrowers Borrower to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been permanently paid in full; or (vi) which constitutes funds in a Bank Deposit Account upon the transfer of such funds out of a Bank Deposit Account to the extent permitted hereunder, or (vii) if otherwise approved, authorized or ratified in writing by the portion of all the Lenders required by or Required Lenders in accordance with Section 11.111.01. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.1010.10(b); provided provided, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s rights under this Section 10.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Administrative Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Banks or all the Lenders required by Section 11.1Banks, as the case may be, as provided in subsection 11.1(f). Upon request by the Collateral Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 9.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Administrative Agent’s 's rights under this Section 10.109.11. (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Company or any of its duties Subsidiary) that the Company's obligation to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for secured by any real property collateral now or hereafter acquired by such Bank other than the negligence or misconduct of any agents or attorneys real property described in fact selected by it with reasonable carethe Mortgages.

Collateral Matters. (a) The Collateral Lenders hereby irrevocably authorize the Agent is authorized on behalf of all of (and if applicable, any subagent appointed by the LendersAgent under Section 13.2 or otherwise), without and the necessity Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any notice conditions to or further consent from release (if any) set forth herein, including the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms continuance of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties Agent’s Lien on any proceeds of the security interest in the Collateral pursuant to the Security Documents)released Collateral, irrevocably authorize the Collateral any such Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent ’s Liens upon any Collateral (i) upon termination Full Payment of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be sold being sold, transferred or disposed of as part of or in connection with (to any Person that is not an Obligor), if the sale, transfer or other disposition permitted hereunderis made in compliance with this Agreement (which shall, upon reasonable request by the Agent, be certified by the Borrowers’ Agent, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of Rental Equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral); (iii) constituting property in which the Loan Parties Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party an Obligor under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the indebtedness evidenced thereby has applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been paid granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in fullthe rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; (vii) subject to Section 7.20(b), constituting property being sold, assigned, pledged or otherwise transferred pursuant to any Securitization Transaction; (viii) being or becoming an Excluded Asset (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); or (viix) constituting property that is owned by a Guarantor that has been released from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, as applicable, pursuant to this Section 13.11 or Section 4.3(h). Except as provided above or in Section 12.1, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Required Lenders; provided that, in addition to the foregoing, (x) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued, in the aggregate for any such release, not in excess of (A) the greater of (1) $331,000,000 and (2) 3% of Consolidated Net Tangible Assets, or (B) if approvedafter giving effect to such sale, authorized conveyance, transfer, lease or ratified other disposition on a pro forma basis Specified Availability is at least $1,000,000,000, the greater of (1) $551,000,000 and (2) 5% of Consolidated Net Tangible Assets; and (y) the Agent may release the Agent’s Liens on Collateral valued in writing the aggregate not in excess of $200,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, so long as all proceeds received in connection with any such release under clause (x) or (y) above are applied to the Obligations in accordance with Section 4.6 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. In addition, the Lenders hereby irrevocably authorize the Agent to (I) subordinate any Lien on any property granted to or held by the portion Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.1(d) and (II) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement (1) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary, (2) as provided in Section 4.3(h) with respect to the obligations of the Lenders required by Canadian Guarantors to guarantee the Obligations of the Canadian Borrowers or (3) as provided in Section 11.112.1. Upon request by the Collateral Agent or the Borrowers at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral Collateral, or to release any Guarantor from its obligations pursuant to this Section 10.10; provided that 13.11(a). (b) Upon receipt by the absence Agent of any authorization required pursuant to Section 13.11(a) from the Required Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such confirmation for whatever reason documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not affect be required to execute any such document on terms which, in the Collateral Agent’s rights under this Section 10.10opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens or Guarantee without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may execute act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careforegoing.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of ------------------ all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Related Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Related Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans Loans, LC Obligations and all other Obligations Liabilities known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Related Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any of its Subsidiaries owned no interest at the time the such Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party of its Subsidiaries under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.117.1. Upon request by the Collateral Agent at any time, the ------------ Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties15.7. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.------------

Collateral Matters. (a) The Agents and the Collateral Agent is Agents are authorized on behalf of the Issuing Bank and all of the Lenders, without the necessity of any notice to or further consent from the Issuing Bank or the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, Lenders and each Qualified Counterparty and each Qualified Cash Management the Issuing Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Agent and the Collateral AgentAgents, at its their respective option and in its their respective discretion, to release any Lien granted to or held by the Agent or such Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitment and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties no Borrower owned no an interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party a Borrower under a lease which has expired or 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 Borrowers such Borrower to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.112.1(f). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Agent's or the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; Subsection 11.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's or the Collateral Agent’s 's rights under this Section 10.1011.11. (c) The Collateral Each reference herein to any right granted to, benefit conferred upon or power exercisable by the "Agent" shall be a reference to the Agent may execute any for itself and for the ratable benefit of its duties under this Agreement the Issuing Bank and the other Loan Documents by Lenders, and each action taken or through agents or attorneys in fact and right exercised hereunder shall be entitled deemed to advice of counsel concerning all matters pertaining to such duties. The Collateral have been so taken or exercised by the Agent shall not be responsible for itself and for the negligence or misconduct ratable benefit of any agents or attorneys in fact selected by it with reasonable carethe Issuing Bank and the Lenders.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property Property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property Property in which none of the Borrowers or any other Loan Parties Party owned no an interest at the time the Lien was granted or at any time thereafter; (iv) constituting property Property leased to any Borrower or any other Loan Party under a lease which has expired or 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 Borrowers such Borrower or such other Loan Party to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by all the portion of Banks, as the Lenders required by Section 11.1case may be, as provided in subsection 11.01(f). Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10subsection 10.10(b). (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrowers or any of its duties other Loan Parties) that the Borrowers' obligation to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Section 11.1Lenders, as the case may be, as provided in subsection 10.1(f). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10subsection 9.11(b). (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Lender.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Related Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Related Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations Liabilities known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Related Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection -73- 80 with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any of its Subsidiaries owned no interest at the time the such Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party of its Subsidiaries under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Lenders or all the Lenders required by Lenders, as the case may be, as provided in Section 11.115.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1013.7. (c) The Collateral Agent may execute Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiaries) that the Borrower's obligation to such Lender under this Agreement and the other Loan Related Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Lender.

Collateral Matters. (a) The Collateral Agent is authorized on behalf ------------------ of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or been terminated the Borrower in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Banks, the Lenders required by Section 11.1Directing Banks or all the Banks, as the case may be, as provided in subsection 11.1(f). Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; subsection 10.11(b), provided that the absence of any such confirmation for whatever reason -------- shall not affect the Collateral Agent’s 's rights under this Section 10.1010.11. (c) The Upon the sale, lease, transfer or other disposition of any item of Collateral of any Loan Party permitted by this Agreement, the Agent will, at the Borrower's expense, execute and deliver to the respective Loan Party such documents as the Loan Party may execute reasonably request to evidence the release of such Collateral from the security interests granted under the Collateral Documents. (d) Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's or any Subsidiary's obligation to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) Section 10.13.1. The Collateral Agent is authorized on behalf of all benefit of the Lenders, without Security Documents and the necessity provisions of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of the Lenders required by Section 11.1. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by relating to the Collateral Property shall also extend to, secure and be available on a pro rata basis (as set forth in Section 8.4 of this Agreement) to each Lender or through agents Affiliate of a Lender that is a counterparty to a Lender Party Hedge Transaction (including any Lender Party Hedge Transaction in existence prior to the date hereof) with respect to any obligations of the Borrower or attorneys in fact any Subsidiary arising under such Lender Party Hedge Transaction, but only with respect to any Lender Party Hedge Transaction, and shall be entitled to advice of counsel concerning all matters pertaining the transactions thereunder, that were entered into while such Person or its Affiliate was a Lender or prior to such dutiestime, until such obligations are paid in full or otherwise expire or are terminated (and notwithstanding that such Person is no longer a Lender or an Affiliate of a Lender or the outstanding Obligations have been repaid in full and the Commitments have terminated); provided that with respect to any Lender Party Hedge Transaction that remains secured after the counterparty thereto is no longer a Lender or an Affiliate of a Lender or the outstanding Obligations have been repaid in full and the Commitments have terminated, the provisions of Article IX shall also continue to apply to such counterparty in consideration of its benefits hereunder and each such counterparty shall, if requested by the Administrative Agent, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to evidence the continued applicability of the provisions of Article IX. The Notwithstanding the foregoing, no Lender or Affiliate of a Lender (or former Lender or Affiliate of a former Lender) shall have any voting or consent right under this Agreement or any Security Document as a result of the existence of obligations owed to it under a Lender Party Hedge Transaction that are secured by any Security Document. Section 10.13.2. Notwithstanding anything contained in any of the Loan Documents to the contrary, the Borrower, the Administrative Agent, and each Lender, for itself and on behalf of its Affiliates party to Lender Group Hedge Transactions, hereby agree that no Lender Party shall have any right individually to realize upon any of the Collateral or to enforce any 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 shall on behalf of the Lender Parties in accordance with the terms hereof. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Lender Party not be responsible for party hereto hereby agrees to the negligence or misconduct terms of any agents or attorneys in fact selected by it with reasonable carethis Section 10.13.2.

Collateral Matters. (a) The Collateral Administrative Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral collateral security or the Loan Documents which Pledge Agreement or the Security Agreement that may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral collateral security granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release (i) any security interest or Lien granted to or held by the Collateral Administrative Agent upon any Collateral collateral security (iA) upon termination of the CommitmentsCommitments and Letters of Credit, the maturity of the Acceptances and payment in full in cash of all Loans principal of and interest on the Revolving Loans, all fees payable pursuant to Sections 2.11 and 11.04, all Special Facility Obligations (including interest thereon) and all other Obligations known to the Collateral Agent fees, costs and expenses that are payable under this Agreement or under any other Loan Document and have been invoiced (except indemnification obligations for in which no claim has been made case the Lenders hereby authorize the Administrative Agent to execute, and the Administrative Agent agrees to execute, reasonable releases in connection with this Agreement (other than, in any event, as to items stated to survive the termination of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bankthis Agreement)); (iiB) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iiiC) constituting property in which the Loan Parties Borrower or any Subsidiary of Borrower owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a lease which has expired or 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 Borrowers to be, renewed or extended; (vD) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viE) if approved, authorized or ratified in writing by the portion of the Required Lenders or, if required by Section 11.111.01, the Supermajority Lenders or each Lender, as applicable, and (ii) any Guarantor from its obligations under the Guaranty in the event such Guarantor is not required to be a Guarantor pursuant to the terms of this Agreement. Upon request by the Collateral Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral collateral security pursuant to this Section 10.10; 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) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties10.11. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.104

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from the LendersSecured Parties, from time to time to take any action with respect to any Collateral or the Loan Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Collateral Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Secured Parties of the security interest in the Collateral pursuant to the Security Documents), irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder; (iii) constituting property in which the Loan Parties Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Loan Party Subsidiary under a lease which has expired or 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 Borrowers Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Majority Banks or all the Lenders required by Banks, as the case may be, as provided in Section 11.111.01. Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1010.11(b). (c) The Collateral Agent may execute Each Bank agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrower or any of its duties Subsidiary) that the Borrower's Obligations to such Bank under this Agreement and the other Loan Documents by or through agents or attorneys in fact is not and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence secured by any real property collateral now or misconduct of any agents or attorneys in fact selected hereafter acquired by it with reasonable caresuch Bank.

Collateral Matters. (a) The Collateral Lenders hereby irrevocably authorize the Agent is authorized on behalf of all of (and if applicable, any subagent appointed by the LendersAgent under Section 13.2 or otherwise), without and the necessity Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any notice conditions to or further consent from release (if any) set forth herein, including the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms continuance of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties Agent’s Lien on any proceeds of the security interest in the Collateral pursuant to the Security Documents)released Collateral, irrevocably authorize the Collateral any such Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent ’s Liens upon any Collateral (i) upon termination Full Payment of the Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Obligations; (ii) constituting property sold or to be sold being sold, transferred or disposed of as part of or in connection with (to any Person that is not an Obligor), if the sale, transfer or other disposition permitted hereunderis made in compliance with this Agreement (which shall, upon reasonable request by the Agent, be certified by the Borrowers’ Agent, and the Agent may rely conclusively on any such certification without further inquiry; provided that no certification shall be required at any time with respect to any sales of items of Rental Equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral); (iii) constituting property in which the Loan Parties Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party an Obligor under a lease which has expired or 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 Borrowers to be, renewed or extendedAgreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrumentconstituting Relinquished Property, if such Relinquished Property shall have been delivered to the indebtedness evidenced thereby has applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been paid granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in fullthe rights of such exchanger in, to and under the related exchange agreement; or (vi) constituting any Like-Kind Exchange Account; (vii) subject to Section 7.20(b), constituting property being sold, assigned, pledged or otherwise transferred pursuant to any Securitization Transaction; (viii) being or becoming an Excluded Asset (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); (ix) constituting property that is owned by a Guarantor that has been released from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, as applicable, pursuant to this Section 13.11 or Section 4.3(h) or (x) constituting property that is not required to be Collateral. Except as provided above or in Section 12.1, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Required Lenders; provided that, in addition to the foregoing, (x) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued, in the aggregate for any such release, not in excess of (A) the greater of (1) $804,900,000 and (2) 5% of Consolidated Net Tangible Assets, or (B) if approvedafter giving effect to such sale, authorized conveyance, transfer, lease or ratified other disposition on a pro forma basis Specified Availability is at least $1,000,000,000, the greater of (1) $1,207,350,000 and (2) 7.5% of Consolidated Net Tangible Assets; and (y) the Agent may release the Agent’s Liens on Collateral with the prior written authorization of Required Lenders, so long as all proceeds received in writing connection with any such release under clause (x) or (y) above are applied to the Obligations in accordance with Section 4.6 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. In addition, the Lenders hereby irrevocably authorize the Agent to (I) subordinate any Lien on any property granted to or held by the portion Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.1(d) and (II) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement (1) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary, (2) as provided in Section 4.3(h) with respect to the obligations of the Lenders required by Canadian Guarantors to guarantee the Obligations of the Canadian Borrowers or (3) as provided in Section 11.112.1. Upon request by the Collateral Agent or the Borrowers at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral Collateral, or to release any Guarantor from its obligations pursuant to this Section 10.10; provided that 13.11(a). (b) Upon receipt by the absence Agent of any authorization required pursuant to Section 13.11(a) from the Required Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such confirmation for whatever reason documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not affect be required to execute any such document on terms which, in the Collateral Agent’s rights under this Section 10.10opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens or Guarantee without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may execute act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable careforegoing.

Collateral Matters. (a) The Collateral Administrative Agent is hereby authorized on behalf of all of the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, and without the Lendersobligation to take any such action, from time to time to take any action with respect to any Collateral or the Loan Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the security interest in and Liens upon of the Collateral granted pursuant to the Loan Security Documents. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Lenders irrevocably authorize the Collateral 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 release) any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Commitments, Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any and under the other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Documents; (ii) 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 sale, transfer transaction not prohibited by this Agreement or other disposition permitted hereunderthe Credit Documents; (iii) constituting property in which leased to the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to any Loan Party under a an operating lease which has expired or 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 the Borrowers Loan Parties to be, renewed or extended; (viv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness Indebtedness evidenced thereby has been paid in full; or (viv) if approved, authorized approved or ratified in writing consented to by the portion those of the Lenders required by Section 11.18.04. Upon request by the Collateral Agent at any timeAdministrative Agent, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.107.07. (c) The Collateral Lenders irrevocably authorize the Administrative Agent to release Net Insurance Proceeds and Net Condemnation Proceeds it may execute have in its possession to the Borrowers in accordance with Section 2.07(c)(v) hereof. Unless all of the Lenders otherwise consent in writing, any of its duties under this Agreement and all cash collateral (other than as described in the other Loan Documents by or through agents or attorneys in fact and preceding sentence) for the Obligations shall be entitled released to advice of counsel concerning the Borrowers, to the extent not applied to the Obligations, only if (i) the Commitments have been terminated (ii) all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence Obligations have been paid in full and are no longer outstanding, including any L/C Obligations or misconduct of any agents or attorneys in fact selected by it with reasonable careother contingent obligations.

Collateral Matters. (a) The Collateral Agent is authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from the LendersBanks, from time to time time, to take any action with respect to any Collateral or the Loan Security Documents 110 which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Security Documents. The Agent is further authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Banks under the Credit Documents or applicable law. (b) The Lenders, and each Qualified Counterparty and each Qualified Cash Management Bank (pursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents), Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments, Commitments and payment in full of all Loans and expiration of the Letters of Credit and all other Obligations known to the Collateral Agent and payable under this Agreement or and under any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge or any obligations owed under a Commodity OTC Agreement with a Qualified Counterparty, any Financial Hedging Agreement with a Qualified Counterparty or any Cash Management Bank Agreement with a Qualified Cash Management Bank)Credit Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunderunder this Agreement or the other Credit Documents; (iii) constituting property in which the Loan Parties Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Loan Party Subsidiary of the Company under a lease which has expired or 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 Borrowers Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the portion of Required Banks or all the Lenders required by Banks, as the case may be, as provided in Section 11.112.1(f). Upon request by the Collateral Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.1011.10(b). (c) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.