Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the Guaranteed Obligations; applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as expressly permitted by, but only in accordance withprovided above, the terms Collateral Agent will not release any of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by Collateral Agent’s Liens without the Requisite Lenders (or such greater number prior written authorization of Lenders as this Agreement or any other Loan Document may expressly provide)the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SectionSECTION 8.16. (cb) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five two (52) Business Days’ prior written request by the Lead Borrower, the Administrative 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 granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the any Collateral that was sold or transferreddescribed in SECTION 8.16(a); provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s its reasonable opinion, would would, under Applicable Law, expose the Administrative Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes The Lenders (and each other Secured Party by their acceptance of the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any benefits of the Loan Documents. (bDocuments shall be deemed to) The Lenders hereby irrevocably authorize the Administrative AgentCollateral Agent (and if applicable, at its option and in its discretion, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien granted to or held by its Liens on the Administrative Agent Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon termination Full Payment of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly upon a disposition of Collateral permitted by, but only in accordance with, the terms of the applicable Loan Documentby Section 8.8 to a Person that is not an Obligor; and (iii) if approvedany such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, authorized or ratified upon the release of such Guarantor from its obligations under the Guarantee Agreement (in writing accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Requisite Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or such greater number other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lender, so long as this Agreement or all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any other Loan Document may expressly provide)assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of the Collateral pursuant to this SectionSection 13.10. In addition, the Lenders hereby irrevocably authorize (x) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) and (y) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed 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 13.10(a). (cb) Upon receipt by any sale and transfer Appointed Agent of any Collateral which is expressly permitted authorization required pursuant to Section 13.10(a) from the terms Lenders of this such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least five three (53) Business Days’ prior written request by the Borrower, the Administrative such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredGuarantee Agreement; provided, however, that (i) the Administrative such Appointed Agent shall not be required to execute any such document on terms which, in the Administrative such Appointed Agent’s opinion, would expose the Administrative such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Obligors in respect of) all interests retained by the Borrower or any other Loan PartyObligors, including, without limitation, including the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the such Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section or in 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 Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerforegoing.

Collateral Matters. (a) Each Lender Lenders hereby authorizes the Administrative Agentirrevocably authorize and direct Agent to release any Liens upon any Collateral (and any such Liens shall be automatically released, without any action by Agent or any other Person), (i) upon the necessity Termination Date; (ii) in respect of property of any notice to Subsidiary being sold or further consent from disposed of or transferred (including property owned by any Lender, from time to time prior to an Event Subsidiary being sold or disposed of Default, to take any action or transferred) if the sale or Disposition or transfer is made in compliance with respect to any Collateral or any Loan Document which may be necessary to perfect this Agreement and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. Documents (bor otherwise is not prohibited) The Lenders hereby authorize the Administrative Agent(and Agent may, at its option and in its discretion, request, and rely conclusively without further inquiry on a certificate from the Borrower certifying as such prior to release Agent taking any Lien granted action to evidence such release) or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized such sale or ratified in writing Disposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) to the extent the applicable Collateral is or becomes Excluded Property and/or Excluded Principal Property; (iv) to the extent the applicable Collateral constitutes property leased to Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement Agreement; (v) to the extent the Credit Party owning such Collateral is released from its Obligations hereunder (pursuant to Section 13.11 or any other Loan Document may expressly provideotherwise); or (vi) as required by the terms of the ABL Intercreditor Agreement. Upon request by the Administrative Agent or Parent Borrower at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any Lien upon particular types or items of the Collateral pursuant to this SectionSection 10.11. In addition, the Lenders hereby authorize Agent, to subordinate any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to paragraph (6)(C) of the definition of Permitted Lien. In addition, the Guaranty of the Obligations by, and the liens on the assets of, any Restricted Subsidiary which is designated as an Unrestricted Subsidiary will automatically be terminated and released at the time of such designation. (cb) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this AgreementPromptly, and upon at least in any event not later than five (5) Business Days’ prior following written request by the Parent Borrower, the Administrative Agent shall (and is hereby irrevocably authorized and directed by the Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of the its Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the such Collateral that was sold or transferredas contemplated by Section 10.11(a); provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Credit Parties in respect of) all interests retained by the Borrower or any other Loan PartyCredit Parties, including, without limitation, including the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the CollateralCollateral to the extent contemplated by the Collateral Documents. In Co-Collateral Agent shall act in concert with Agent in matters delegated to the both of them under this Agreement; however, in the event of any sale disagreement or transfer of Collateral, or dispute between Agent and Co-Collateral Agent in any foreclosure with respect to any of the Collateralsuch matter, the Administrative determination or decision of Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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 appropriateshall, in its sole discretionall cases, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductcontrol. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Obligations (other than contingent indemnity obligations with respect to then unasserted claims), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as expressly permitted by, but only in accordance withprovided above, the terms Collateral Agent will not release any of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by Collateral Agent’s Liens without the Requisite Lenders (or such greater number prior written authorization of Lenders as this Agreement or any other Loan Document may expressly provide)the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SectionSECTION 8.16. (cb) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five two (52) Business Days’ prior written request by the Borrower, the Administrative 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 granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the any Collateral that was sold or transferreddescribed in SECTION 8.16(b); provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s its reasonable opinion, would would, under Applicable Law, expose the Administrative Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that have received: (i) the Administrative Perfection Certificate signed on behalf of the Borrower (or written evidence satisfactory to the Agent shall not be required (which may include transmission by electronic mail of a signed signature page to execute any the Perfection Certificate) that such document on terms which, in party has signed a counterpart of the Administrative Agent’s opinion, would expose Perfection Certificate) dated as of the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and Closing Date, (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related theretoBorrower and each of its Subsidiaries, the Administrative Agent may act in results of searches for any manner it may deem appropriateUCC financing statements, in tax Liens or judgment Liens, as applicable, filed against the Borrower, its sole discretionSubsidiaries or their respective property, and that the Administrative Agent which results shall have no duty or liability whatsoever not show any such Liens (other than Liens permitted pursuant to Section 6.02), (iii) evidence reasonably satisfactory to the Lenders, except Agent that arrangements are in place for the filing of financing statements in respect of each Loan Party (other than the Canadian Parent) on Form UCC 1 in each of the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, (iv) evidence reasonably satisfactory to the extent determined Agent that arrangements are in place for all original stock certificates representing all of the Equity Interests required to be pledged pursuant to the Pledge and Security Agreement, accompanied by a court undated stock transfer powers or other proper instruments of competent jurisdiction by final and nonappealable judgment transfer reasonably acceptable to have resulted from its gross negligence or willful misconduct.the Agent executed in blank, to be delivered to the Agent, (ev) By their acceptance 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 the Pledge and Security Agreement, accompanied by note transfer powers or other proper instruments of transfer reasonably acceptable to the Agent executed in blank, to be delivered to the Agent, and (vi) a certificate of a Responsible Officer of the benefits Borrower certifying that attached thereto are true, complete and correct copies of (A) each Material License as in effect on the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, Closing Date and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes (B) the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13Purchase Agreement., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. Each Lender (aincluding in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby authorizes agrees, and each holder of any Note by the Administrative Agentacceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or any Loan Document Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan Collateral Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any particular types or items of the Collateral pursuant to this Section. Section 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the applicable Agent will (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Liens granted to Guaranty, in each case in accordance with the Administrative Agent for its benefit and the benefit terms of the Lender Parties herein or pursuant hereto upon the Loan Documents, this Section 9.12, Section 7.04, Section 10.01 and Section 10.24. The Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Loan Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from its gross negligence or willful misconductnon-appealable decision). (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender hereby authorizes agrees, and each holder of any Note and each other Secured Party by the Administrative Agentacceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or such greater number of Lenders as may be required hereunder) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan Security Documents. (b) The Lenders Secured Parties hereby authorize the Administrative AgentCollateral Agent to release, at its option the Borrower’s sole cost and in its discretionexpense, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) as expressly permitted byconstituting property being sold or otherwise disposed of (to Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.5, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Required Lenders (or such greater number all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as this Agreement or any other Loan Document otherwise may be expressly provide)provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any particular types or items of the Collateral pursuant to this SectionSection 12.10. (c) Upon any sale and transfer of any The Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Secured Parties or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Secured Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 12.10 or in any of the Loan Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from its gross negligence or willful misconductnon-appealable decision). (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Obligations (other than contingent indemnity obligations with respect to then unasserted claims), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as expressly permitted by, but only in accordance withprovided above, the terms Collateral Agent will not release any of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by Collateral Agent’s Liens without the Requisite Lenders (or such greater number prior written authorization of Lenders as this Agreement or any other Loan Document may expressly provide)the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SectionSECTION 8.16. (cb) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five two (52) Business Days’ prior written request by the Borrower, the Administrative 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 granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the any Collateral that was sold or transferreddescribed in SECTION 8.16(a); provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s its reasonable opinion, would would, under Applicable Law, expose the Administrative Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. Each Lender (aincluding in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby authorizes agrees, and each holder of any Note by the Administrative Agentacceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or any Loan Document Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan Collateral Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any or subordinate particular types or items of the Collateral pursuant to this Section. Section 9.12. In each case as specified in this Section 9.12, Section 7.04 and Section 10.24, the applicable Agent will (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Liens granted to Guaranty, in each case in accordance with the Administrative Agent for its benefit and the benefit terms of the Lender Parties herein or pursuant hereto upon the Loan Documents, this Section 9.12, Section 7.04 and Section 10.24. The Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Loan Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from its gross negligence or willful misconductnon-appealable decision). (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (ai) Each Lender hereby authorizes The Collateral Custodian agrees to cooperate with the Administrative Agent, without the necessity Calculation Agent, Initial Lender and the Portfolio Asset Servicer and deliver any Required Loan Documents and any other Loan Asset Files delivered to the Collateral Custodian to the Portfolio Asset Servicer, the Calculation Agent, Initial lender or the Administrative Agent (pursuant to a written request in the form of Exhibit E), as applicable, as requested in order to take any action that the Administrative Agent (acting at the direction of the Majority Lenders) or the Calculation Agent deems necessary or reasonably desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder or under any Transaction Document, including any rights arising with respect to Article VI. In the event the Collateral Custodian receives instructions from the Applicable Servicer which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent (acting at the direction of the Majority Lenders) may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (A) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice to or further consent from knowledge of any Lendermatter hereunder, from time to time prior to including an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon unless a Responsible Officer of the Collateral granted pursuant to Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian. Notice or knowledge of any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held matter by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized other publicly available information shall not constitute notice or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any actual knowledge of the Collateral pursuant to this Section. Custodian. The Collateral Custodian’s receipt of reports (cincluding monthly distribution reports) Upon and any sale and transfer publicly available information, shall not constitute actual or constructive knowledge or notice of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein information contained therein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent determinable from the proceeds of any such sale, transfer or foreclosureinformation contained therein. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (ai) Each Lender authorizes and directs Agent to enter into the Other Agreements for the benefit of Lenders. Each Lender hereby authorizes agrees that, except as otherwise set forth herein, any action taken by Requisite Lenders in accordance with the Administrative Agentprovisions of this Agreement or the Other Agreements, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or any Loan Document Other Agreements which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of this Agreement and the Loan DocumentsOther Agreements. (ii) Agent will not, without the verbal consent of all Lenders, which consent shall (a) be confirmed promptly thereafter in writing and (b) The Lenders hereby authorize the Administrative not be unreasonably withheld or delayed, execute any release of Agent, at its option and ’s security interest in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral except for releases relating to dispositions of Collateral (ix) upon termination of permitted by this Agreement and (y) in connection with the Commitments and indefeasible payment and satisfaction repayment in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, Liabilities by Borrower and the terms termination of the applicable Loan Document; all obligations of Agent and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as under this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredOther Agreements; provided, howeverthat with the consent of Requisite Lenders, that Agent may release its liens on Collateral having a book value not greater than ten percent (i10%) of the Administrative total book value of all Collateral, as determined by Agent, either in a single transaction or series of related transactions, not to exceed twenty percent (20%) of the book value of all Collateral in any Fiscal Year. Agent shall not be required to execute any such document release on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateralwarranty. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer sale or foreclosuretransfer. (diii) The Administrative Lenders hereby agree that the lien granted to Agent in any property sold or disposed of in accordance with the provisions of this Agreement shall be automatically released; provided, however that Agent’s lien shall attach to and continue for the benefit of Agent and Lenders in the proceeds and products of such property arising from any such sale or disposition. (iv) To the extent, pursuant to the provisions of this subsection 19(j), Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least five (5) business days’ prior written request by Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon the Collateral that was sold or transferred. (v) Agent shall not have no any obligation whatsoever to any Lender Party Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party Borrower or any other Subsidiary Obligor or is cared for, protected or insured or that the Liens liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 19 or in any of the Loan DocumentsOther Agreements, 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 Agent’s own interest in the Collateral as one of Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (evi) By their acceptance In the event that any Lender receives any Proceeds of any Collateral by setoff, exercise of any banker’s lien or otherwise, in an amount in excess of such Lender’s Pro Rata Share of such Proceeds, such Lender shall purchase for cash (and other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the benefits Liabilities as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. No Lender shall exercise any right of set off or banker’s lien without the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf prior written consent of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13Agent., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes The Lenders (and each other Secured Party by their acceptance of the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any benefits of the Loan Documents. (bDocuments shall be deemed to) The Lenders hereby irrevocably authorize the Administrative AgentCollateral Agent (and if applicable, at its option and in its discretion, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien granted to or held by its Liens on the Administrative Agent Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon termination Full Payment of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly upon a disposition of Collateral permitted by, but only in accordance with, the terms of the applicable Loan Documentby Section 8.8 to a Person that is not an Obligor; and (iii) if approvedany such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, authorized or ratified upon the release of such Guarantor from its obligations under the Guarantee Agreement (in writing accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Requisite Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset, and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, so consents to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or such greater number other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, so long as this Agreement or all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any other Loan Document may expressly provide)assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of the Collateral pursuant to this Section. Section 13.10. In addition, the Lenders (cand each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) Upon hereby irrevocably authorize (w) the Collateral Agent to subordinate any sale Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and transfer is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral which is expressly permitted by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r) of the definition of Permitted Liens, or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of “Permitted Liens”, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral (other than, in each case any Inventory or Fracturing Equipment Parts (as defined in the Initial Intercreditor Agreement)) at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed 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 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least five three (53) Business Days’ prior written request by the Borrower, the Administrative such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredGuarantee Agreement; provided, however, that (i) the Administrative such Appointed Agent shall not be required to execute any such document on terms which, in the Administrative such Appointed Agent’s opinion, would expose the Administrative such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Obligors in respect of) all interests retained by the Borrower or any other Loan PartyObligors, including, without limitation, including the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the such Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section or in 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 Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerforegoing.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Administrative AgentCollateral Agent to enter into the Security Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or any Loan Document Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Security Documents. (b) The Lenders Each Lender hereby authorize irrevocably authorizes the Administrative Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Administrative Collateral Agent upon under any Collateral Loan Document (i) upon termination of the Aggregate Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as expressly part of or in connection with any sale permitted by, but only in accordance with, the terms of the applicable hereunder or under any other Loan Document; and , (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Requisite Lenders Required Lenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such greater number of Lenders as property that is permitted by this Agreement or any other Loan Document may expressly provide)Document. Upon request by the Administrative Collateral Agent at any time, the Lenders each Lender will confirm in writing the Administrative Collateral Agent’s authority to release any or subordinate its interest in particular types or items of the Collateral pursuant to this SectionSection 9.13. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant Subject to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the BorrowerSection 9.13(b), the Administrative Collateral Agent shall (and is hereby irrevocably authorized by the Lenders each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Collateral Agent for its benefit and the benefit of the Lender Parties Collateral Agent and Lenders herein or pursuant hereto upon the Collateral that was sold or transferredapplicable Collateral; provided, however, provided that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Collateral Agent’s opinion, would expose the Administrative Collateral Agent to liability or create any obligation 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 Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, including the proceeds of such sale or transferthe 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 Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, Borrower or any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral 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 Collateral Agent in this Section 9.13 or in any of the Loan Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, and that given the Administrative Agent shall have no duty or liability whatsoever to Collateral Agent’s own interest in the Collateral as one of Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the benefits of applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf Collateral Agent) obtain possession of any such AffiliateCollateral, in its capacity as a Specified Derivatives Providersuch Lender shall notify the Collateral Agent thereof, irrevocably appoints and authorizes and, promptly upon the Administrative Agent as its collateral agentCollateral Agent’s request therefore, to take shall deliver such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated Collateral to the Administrative Collateral Agent by or in accordance with the terms of this Section 12.13Collateral Agent’s instructions., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (ai) Each Lender hereby authorizes The Collateral Custodian agrees to cooperate with the Administrative Agent, without Facility Servicer and the necessity Portfolio Asset Servicer regarding the delivery of any Portfolio Asset File to the Facility Servicer, Portfolio Asset Servicer or Administrative Agent (pursuant to a written request in the form of Exhibit G), as applicable, as requested in order to take any action that the Administrative Agent (acting at the direction of the Majority Lenders) or the Facility Servicer deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to Article VI. In the event the Collateral Custodian receives instructions from the Facility Servicer or the Portfolio Asset Servicer which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent (acting at the direction of the Majority Lenders) may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (A) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice to or further consent from knowledge of any Lendermatter hereunder, from time to time prior to including an Event of Default, to take any action unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian. (iv) In performing its duties, the Collateral Custodian shall comply with the standard of care and express terms of this Agreement with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documentscollateral that it holds hereunder. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes and directs the Administrative Agent and/or the Collateral Agent, as applicable, to enter into the Security Documents and the Intercreditor Agreements for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the Intercreditor Agreements or the 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 the Lenders. The Collateral Agent is hereby authorized (but shall not be obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan Security Documents. (b) Subject to the terms of the Intercreditor Agreements, upon the closing of any sale, transfer or other disposition of all of the Equity Interests of any Subsidiary Guarantor permitted pursuant to Section 10.04 or Section 10.08, (1) the obligations of such Subsidiary Guarantor pursuant to the Guarantee Agreement shall automatically be discharged and released without any further action by any Agent or any Lender, (2) the Administrative Agent and the Lenders will, upon the reasonable request and at the sole expense of the Borrowers, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such discharge and release, all without representation, recourse or warranty, (3) the Collateral Agent shall release to the Borrower Agent or a Parent Guarantor, as applicable, without representation, warranty or recourse, express or implied, the pledged Equity Interests issued by such Subsidiary Guarantor and any pledged Equity Interests issued by any other Subsidiary, as applicable, held by such Subsidiary Guarantor, (4) the Collateral Agent shall release its security interest in all Collateral of such Subsidiary and (5) the Collateral Agent will, upon the request and at the sole expense of the Borrowers, execute and deliver any instrument or other document in a form acceptable to the Collateral Agent which may reasonably be required to evidence such release. Upon receipt by the Collateral Agent of a written request of the Borrower Agent, the Collateral Agent is hereby authorized (but shall not be obligated) to execute and enter into, and if satisfactory in form and substance to the Collateral Agent, shall execute and enter into, without further consent of any Lender, any Security Document to be executed after the Closing Date (including, without limitation, in connection with the Corporate Restructuring Transactions or any of them). (c) [Reserved]. (d) [Reserved]. (e) The Lenders, the Issuing Lenders and the other Secured Parties hereby authorize and direct the Administrative Agent and/or the Collateral Agent, at its option and in its discretionas applicable, to release any Lien granted to or held by the Administrative Agent any Agent, as applicable, upon any Collateral Collateral, (i1) upon termination of the Commitments Total Revolving Loan Commitment (and indefeasible all Letters of Credit) and payment in full in cash and satisfaction in full of all of the Guaranteed Obligations; Obligations (iiother than inchoate indemnification obligations and Secured Hedging Obligations as to which other arrangements reasonably satisfactory to the relevant Secured Party shall have been made) as expressly permitted by, but only at any time arising under or in accordance with, the terms respect of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (2) that is sold, transferred or otherwise disposed of or to be sold, transferred or otherwise disposed of as part of or in connection with any sale, transfer or other Loan Document may expressly provide). Upon request by disposition permitted hereunder to a Person other than the Administrative Borrower Agent at or any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this AgreementGuarantor, and upon at least five (5) Business Days’ prior written request consummation by the Borrowerany Parent Guarantor, the Administrative Borrower Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds Subsidiary of any such sale, transfer or foreclosureother disposition, any Lien granted by such Parent Guarantor, the Borrower Agent or such Subsidiary under the Loan Documents on such Collateral shall automatically be discharged and released, and (3) that is released in accordance with the terms and conditions of the Pledge and Security Agreement, and in all such cases the Collateral Agent and the Lenders will, upon the request and at the sole expense of the Borrowers, execute and deliver any instrument or other document in a form acceptable to the Collateral Agent and the Required Lenders which may reasonably be required to evidence such discharge and release, all without representation, recourse or warranty. (df) Upon request by any Agent at any time, the Borrower Agent shall deliver a certificate to such Agent stating that any sale, transfer or other disposition described in this Section 12.10 is permitted under the Loan Documents. Upon request by any Agent at any time, the Required Lenders will confirm in writing the Agents’ authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations, in each case pursuant to this Section 12.10. The Agents shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (g) Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 12.10 or in any of the Security Documents or other Loan Documents. (h) In the event that an Agent is required to acquire title to an asset for any reason, it being understood and agreed that or take any managerial action of any kind in respect regard thereto, in order to carry out any obligation for the benefit of another, which in such Agent’s sole discretion may cause such Agent to be considered an “owner or operator” under any environmental laws or otherwise cause such Agent to incur, or be exposed to, any environmental liability or any liability under any applicable law, such Agent reserves the right, instead of taking such action, either to resign as an Agent or to arrange for the transfer of the Collateral, title or control of the asset to a court appointed receiver (at the expense of the Borrowers). No Agent will be liable to any Person for any environmental liability or any actenvironmental claims or contribution actions under any Environmental Law by reason of such Agent’s actions and conduct as authorized, omission empowered and directed hereunder or event related theretorelating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (i) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for the account of other customers in similar transactions. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its rights and powers. Except for reasonable care and preservation of the Collateral in its possession (as described above) and the accounting for moneys actually received by it hereunder, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Collateral Agent shall have no duty or liability whatsoever as to the Lenderscollection or protection of the Collateral or any income thereon, except nor as to the extent determined by a court preservation of competent jurisdiction by final and nonappealable judgment rights against prior parties, nor as to have resulted from its gross negligence or willful misconductthe preservation of any rights pertaining thereto. (ej) By their acceptance of Notwithstanding anything contained in the benefits of Loan Documents or otherwise to the Security Documentscontrary, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes neither the Administrative Agent as its collateral agentnor the Collateral Agent shall have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers perfecting or maintaining any Lien or security interest created under the Security Documents Loan Documents; (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral; (iii) take any action to protect against any diminution in value of the Collateral; or (iv) insure the Collateral or pay taxes, charges, assessments or Liens upon the Collateral or otherwise as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any maintenance of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives ProviderCollateral.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Obligations (other than contingent obligations with respect to then unasserted claims), (ii) as expressly permitted byconstituting property being sold, but only transferred or disposed of in accordance witha Permitted Disposition to a Person that is not a Loan Party, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified which constitutes property subject to the proviso in writing by the Requisite Lenders (or such greater number definition of Lenders as this “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the Pledge Agreement, (iv) as provided in any other Loan Document may expressly provideIntercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the Collateral of any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SectionSection 8.16. (cb) Upon any sale and transfer of any The Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the any Collateral that was sold or transferreddescribed in Section 8.16(a); provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s its reasonable opinion, would would, under Applicable Law, expose the Administrative Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the Collateral. In . (c) Each Lender irrevocably authorizes each of the event Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the 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 the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (t) of the definition of Permitted Encumbrances. (d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or transfer 1129 of Collateralthe Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to any contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the Collateral, contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to deduct all form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the expenses reasonably incurred Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent from with respect to such acquisition vehicle or vehicles, including any disposition of the proceeds assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such saleacquisition vehicle and/or debt instruments issued by such acquisition vehicle, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to all without the need for any Lender Secured Party or acquisition vehicle to take any other Person further action, and (v) to assure the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the Collateral exists or is owned amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the Borroweracquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any other Loan acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any other Subsidiary or is cared for, protected or insured or acquisition vehicle to take any further action. Notwithstanding that the Liens granted ratable portion of the Obligations of each Secured Party are deemed assigned to the Administrative Agent herein acquisition vehicle or pursuant hereto have been properly or sufficiently or lawfully createdvehicles as set forth in clause (ii) above, perfected, protected or enforced or are entitled to each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or 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 designee of the rights, authorities and powers granted Secured Party which will receive interests in or available to the Administrative Agent in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, debt instruments issued by such acquisition vehicle) as the Administrative Agent may act reasonably request in connection with the formation of any manner it may deem appropriateacquisition vehicle, in its sole discretion, and that the Administrative Agent shall have no duty formulation or liability whatsoever to submission of any credit bid or the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance consummation of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any transactions contemplated by such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13credit bid., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. In relation to any Liens in the Collateral to secure the Obligations granted on the First Amendment Date: (a) Each Lender Party (including, by accepting the benefits thereof, each Specified Derivatives Provider) hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any LenderLender Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) upon the Security Release Date or as otherwise expressly permitted by, but only in accordance with, by the terms of the applicable Loan Document; and or (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number required to so approve in accordance with the terms of Lenders as this Agreement or any other Loan Document may expressly provide)Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this AgreementNotwithstanding anything set forth herein (including Section 8.17(b)), and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such any release of the Collateral (or any portion thereof) shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transfer, all of which shall continue to constitute part of the CollateralCollateral to the extent provided in the Pledge Agreement. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any the Lender Party Parties or to any other Person to assure that the Collateral exists or is owned by the Borrower, Borrower or any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto to any of the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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 discretiondiscretion but subject to the terms and conditions of the Loan Documents, and that the Administrative Agent shall have no duty or liability whatsoever to the LendersLender Parties, except to the extent resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductin a final, non-appealable judgment. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to (1) release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (i) upon termination in accordance with the express terms of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed ObligationsLoan Documents; (ii) as expressly permitted by, but only upon termination of all Commitments and payment and satisfaction of all Term Loans and all other Obligations in accordance with, with the terms hereof; or (iii) (x) constituting property being sold or disposed of in the ordinary course of any Loan Party’s business and otherwise in compliance with the terms of this Agreement and the applicable other Loan DocumentDocuments; and (iiiy) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or (z) if approved, authorized or ratified in writing by the Requisite Lenders or (2) subordinate any Lien on any property granted to or such greater number sold by the Collateral Agent to the holder of Lenders as this Agreement or any other Loan Document may expressly provide)Lien on property that is permitted to be subordinated pursuant to the definition of “Permitted Liens”. Upon request by the Administrative Collateral Agent at any time, the Lenders will shall confirm in writing the Administrative Collateral Agent’s authority to release any or subordinate particular types or items of the Collateral pursuant to this SectionAgreement. (cb) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release or subordinate Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon receipt by the Collateral Agent of confirmation from the Required Lenders (or all Lenders if applicable) of its authority to release or subordinate any sale and transfer particular item or types of any Collateral which is expressly permitted pursuant to the terms of this AgreementCollateral, and upon at least five (5) Business Days’ prior written request by the Borrowerany Loan Party, the Administrative 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 granted to the Administrative Collateral Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto Agents and the Lenders upon the Collateral that was sold or transferredsuch Collateral; provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Collateral Agent’s opinion, would expose the Administrative Collateral Agent to liability or create any obligation obligations or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens Lien upon (or obligations of the Borrower or any other Loan Party in respect of) all interests in the Collateral retained by the Borrower or any other Loan Party, including, without limitation. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the proceeds of such sale or transferLoan Parties, all of which each Agent and each Lender hereby agree that (i) no Lender shall continue have any right individually to constitute part realize upon any of the Collateral. In Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or transfer foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of Collateralany Debtor Relief Law (including Section 363 of the Bankruptcy Code), to use and apply all or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all Obligations as a credit on account of the expenses reasonably incurred purchase price for any Collateral payable by the Administrative Collateral Agent from the proceeds of any at such sale, transfer or foreclosure. (d) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Parties or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Administrative Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 10.08 or in any of the other Loan DocumentsDocument, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lendersany other Lender, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductas otherwise provided herein. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes The Administrative Agent is authorized on behalf of all the Administrative Agent, Lenders without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to an Event of Default, to take any action with respect to the Security Documents or any Collateral or any Loan Document thereunder which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to any of the Loan Security Documents. (b) . The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all Term Loans and all other Obligations of the Guaranteed ObligationsLoan Parties known to the Administrative Agent and payable under this Agreement or any other Loan Document; (ii) constituting Property sold or to be sold or disposed of to a Person that is not a Loan Party as expressly part of or in connection with any Asset Disposition permitted by, but only in accordance with, the terms of the applicable Loan Documenthereunder; and (iii) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by all the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer Section 8.11, provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent’s rights under this Section 8.11. In the event that any landlord in favor of which a Loan Party has granted a Permitted Lien on Excluded Assets requests an acknowledgement that the Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five does not include any Excluded Assets secured by such Permitted Lien (5) Business Days’ prior written request by the Borrowera “Permitted Lien Acknowledgement”), the Administrative Agent shall (deliver a Permitted Lien Acknowledgement to such landlord, on terms and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary conditions, and subject to evidence the release of the Liens granted documentation reasonably acceptable to the Administrative Agent for its benefit and the benefit and, if required by such landlord, shall amend any UCC-1 financing statements filed against a Loan Party in favor of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than exclude the release specific Excluded Assets that are the subject of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosurePermitted Lien Acknowledgement. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent and the Canadian Agent, at its option and in its discretionas applicable, to take actions to evidence the release of any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (i) upon the termination of the Domestic Commitments and indefeasible the Canadian Commitments, as applicable, and payment and satisfaction in full by the Domestic Borrowers of all Obligations and the Canadian Borrower of all Canadian Liabilities, as applicable and, if the Guaranteed ObligationsObligations have been accelerated and Liquidation has commenced, the Other Liabilities then due and payable (in any event other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the Issuing Banks) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the Issuing Banks); (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition or other transaction permitted hereunder upon receipt by the Administrative Agent or the Canadian Agent, as expressly permitted byapplicable, but only in accordance with, the terms of the applicable Loan DocumentNet Proceeds thereof to the extent required by this Agreement (or, if no such Net Proceeds are required to be remitted to the Administrative Agent or the Canadian Agent, as applicable, upon consummation of such transaction); and (iii) if approvedto the extent such Collateral is owned by a Loan Party, authorized upon the release of such Loan Party from its obligations under the Loan Documents to the extent such release occurs as a result of a Permitted Disposition or ratified other transaction permitted under SECTION 6.03, resulting in writing by such Person ceasing to be a Loan Party; or (iv) upon request of the Requisite Lenders (Lead Borrower, constituting Real Estate being transferred from a Domestic Loan Party to another Domestic Loan Party but only to the extent that after such transfer, no Event of Default exists. Except as provided above, the Administrative Agent or such greater number the Canadian Agent, as applicable, will not release any of Lenders as this Agreement the Agent’s or any other Loan Document may expressly provide)Canadian Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SectionSECTION 8.18. (b) The Lenders hereby authorize the Administrative Agent and the Canadian Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document or Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Indebtedness permitted hereunder. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to enter into such agreements, amendments or supplements. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five two (52) Business Days’ prior written request by the Lead Borrower or the Canadian Borrower, as applicable, the Administrative Agent or the Canadian Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the any Collateral that was sold or transferreddescribed in SECTION 8.18(a); provided, however, that (i) neither the Administrative Agent nor the Canadian Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s its reasonable opinion, would would, under Applicable Law, expose the Administrative Agent or the Canadian Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations Obligations, the Other Liabilities, the Canadian Liabilities, or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Collateral Documents for the benefit of the Banks. Each Bank hereby authorizes agrees, and each holder of any Note by the Administrative Agentacceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Banks in accordance with the provisions of this Agreement, or by the Required Secured Creditors under the Collateral Documents, and the exercise by the Required Banks or Required Secured Creditors, as the case may be, 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 Banks. The Collateral Agent is hereby authorized on behalf of all of the Banks, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of DefaultBank, to take any action with respect to any Collateral or any Loan Document Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan Collateral Documents. (b) The Lenders Banks hereby authorize the Administrative Collateral Agent, at its option and in its discretion, upon the direction of the Agent to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) as expressly permitted by, but only in accordance with, the terms constituting property being sold or disposed of upon receipt of the applicable Loan Document; proceeds of such sale by the Collateral Agent if the Borrower certifies to the Collateral Agent that the sale or disposition is made in compliance with this Agreement and the Existing Credit Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Requisite Lenders (Required Banks or Required Secured Creditors, as the case may be, unless such greater number release is required to be approved by all of Lenders as this Agreement or any other Loan Document may expressly provide)the Banks hereunder. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Collateral Agent’s 's authority to release any particular types or items of the Collateral pursuant to this SectionSection 10.10. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement and the Existing Credit Agreement, or consented to in writing by the Required Banks or Required Secured Creditors, as the case may be, or all of the Banks, as applicable, and upon at least five (5) Business Days’ ' prior written request by the Borrower, the Administrative Collateral Agent shall (and is hereby irrevocably authorized by the Lenders Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Collateral Agent for its benefit and the benefit of the Lender Parties Banks herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, provided that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Collateral Agent’s 's opinion, would expose the Administrative Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party of its Subsidiaries in respect of) all interests retained by the Borrower or any other Loan Partyof its Subsidiaries, including, without limitation, the proceeds of such sale or transferthe 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 Collateral Agent shall be authorized to deduct all of the expenses Expenses reasonably incurred by the Administrative Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party the Banks or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party Borrower or any other Subsidiary of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 10.10 or in any of the Loan Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interest in the Collateral as one of the Banks and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (e) By their acceptance It is acknowledged and agreed by all the Banks that (i) the priorities with respect to the Collateral are as set forth in the Collateral Documents and are expressly subject to the provisions of Section 11 hereof and (ii) to the extent the provisions of the benefits Collateral Documents are inconsistent with any of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms provisions of this Section 12.13.10, and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any the provisions of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” respective Collateral Document shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerprevail.

Collateral Matters. (a) Each Lender The Administrative Agent and the Collateral Agent are hereby authorizes the Administrative Agentauthorized by each Lender, without the necessity of any notice to or further consent from any Lender, from time and without the obligation to time prior to an Event of Defaulttake any such action, to take any action with respect to any Collateral or any Loan Security Document which may from time to time be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Security Documents. (b) The Lenders hereby irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Collateral Agent may deem necessary to release) any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and indefeasible the full Cash Collateralization of the then outstanding L/C Obligations and the payment and satisfaction in full of all of Loans and all other Obligations (other than contingent indemnity obligations to the Guaranteed Obligationsextent no claim has been asserted) payable under this Agreement and under the other Credit Documents; (ii) as expressly permitted by, but only in accordance with, the terms constituting property of the applicable Loan DocumentParties which is sold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Credit Documents; and (iii) if approved, authorized constituting property leased to the Loan Parties under an operating lease which has expired or ratified been terminated in writing a transaction not prohibited by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other the Credit Documents or which will concurrently expire and which has not been and is not intended by the Loan Document may expressly provide)Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Lenders required by Section 8.04. Upon request by the Collateral Agent or the Administrative Agent at any timeAgent, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral (and the Administrative Agent’s authority to release any of direct the Collateral Agent to so release particular types or items of Collateral) pursuant to this SectionSection 7.07. (c) Upon Unless all the Lenders otherwise consent in writing, any sale and transfer of any Collateral which is expressly permitted pursuant all cash collateral for the Obligations shall be released to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and extent not applied to the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; providedObligations, however, that only if (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and Revolving Loan Commitments have been terminated (ii) such release shall not all Obligations have been paid in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Partyfull and are no longer outstanding, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosureL/C Obligations but not including contingent indemnification obligations. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full by Subsidiary Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Subsidiary Borrower certifies to Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Irish Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Subsidiary Borrower owned no interest at the time the security interest was granted or at any time thereafter, or (iv) constituting property leased to Subsidiary Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Guaranteed Obligations; Collateral, all of the Lenders, or (iiz) as expressly permitted by, but only in accordance withotherwise, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)Required Lenders. Upon request by the Administrative Agent or Subsidiary Borrower at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release any such Liens on particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredSection 16.12; provided, however, that (i1) the Administrative Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in the Administrative Agent’s 's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Subsidiary Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan PartySubsidiary Borrower, including, without limitation, the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (db) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Borrower or is cared for, protected protected, or insured or has been encumbered, or that the Agent's Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in pursuant to any of the Irish Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Administrative terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubtforegoing, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity except as a Specified Derivatives Providerotherwise provided herein.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, Agent at its option and in its discretion, discretion to release any Lien granted to or held by the Administrative Agent upon any of the Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed ObligationsObligations and delivery of cash collateral to the extent required under Section 13.1 below; or (ii) as expressly permitted byconstituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with Section 9.7 hereof (and Agent may rely conclusively on any such certificate, but only without further enquiry); or (iii) constituting property in accordance with, which Borrower did not own an interest at the time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the applicable Loan Documentother Financing Agreements, including any intercreditor agreement; and or (iiiv) if approved, authorized or ratified in writing by in accordance with Section 11.15 hereof. Except as provided above, Agent will not release any Lien upon any of the Requisite Lenders Collateral without the prior written authorization required in accordance with Section 11.15 hereof. (or such greater number of Lenders as this Agreement or b) Without any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by Agent, the authority to release any of the Collateral pursuant to conferred upon Agent under this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative . Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent upon any Collateral to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredextent set forth above; provided, howeverthat, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation obligations or entail any consequence other than the release of such Liens Lien without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens Lien upon (or obligations of the any Borrower or any other Loan Party in respect of) all interests the Collateral retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosureBorrower. (dc) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Borrower or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or whether any particular reserves are appropriate, or that the Liens granted to the Administrative Agent herein or pursuant hereto or any of the Financing Agreements or otherwise 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 particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section Agreement or in any of the Loan Documentsother Financing Agreements, 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 Agent’s own interest in the Collateral as a Lender and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductany other Lender. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Collateral Agent, at its option and in its discretionreasonable business judgment, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all of Loans and all other Obligations and which the Guaranteed ObligationsCollateral Agent has been notified in writing are then due and payable; (ii) as expressly permitted by, but only in accordance with, the terms constituting property being sold or disposed of if the applicable Loan DocumentBorrower certifies to the Collateral Agent that the sale or disposition is made in compliance with Section ------- 6.03 (and the Collateral Agent may rely conclusively on any such certificate, ---- without further inquiry); and or (iii) if approvedconstituting property leased to the applicable Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement or which will expire imminently and which has not been, authorized and is not intended by such Borrower to be, renewed or ratified extended and with respect to which such Borrower has not exercised any purchase option. Except as provided above, the Collateral Agent will not release or subordinate any of the Liens without the prior written authorization of the Requisite Lenders; provided that the Collateral Agent may not release or -------- subordinate the Liens on Collateral valued in writing by the aggregate in excess of $500,000 without the prior written authorization of the Requisite Lenders (and may not release all or such greater number substantially all of Lenders as this Agreement the Collateral or any other Loan Document may expressly provide)subordinate the Liens thereon without the consent of the Lenders. Upon request by the Administrative Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s 's authority to release any Liens upon particular types or items of the Collateral pursuant to this Section.Section 10.08(a). ---------------- (cb) Upon any sale and transfer receipt by the Collateral Agent of any Collateral which is expressly permitted authorization required pursuant to Section 10.08(a) from the terms Requisite Lenders or Lenders, as ---------------- applicable, of this Agreementthe Collateral Agent's authority to release any Liens upon particular types or items of Collateral, and upon at least five (5) Business Days’ ' prior written request by the applicable Borrower, and provided that no Event of Default has occurred and is then continuing, the Administrative 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 granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredsuch Collateral; provided, however, that (i) the Administrative Collateral Agent shall not be required to -------- ------- execute any such document on terms which, in the Administrative Collateral Agent’s 's opinion, would expose the Administrative Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the applicable Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Partyapplicable Borrower, including, including (without limitation, ) the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Borrower or is cared for, protected or insured or has been encumbered, or, other than a duty to act without recklessness, willful misconduct or gross (but not mere) negligence, that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in pursuant to this Section ------- 10.08 or in 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 Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretionreasonable business judgment, given the Collateral Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerforegoing.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Collateral Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the Guaranteed Obligationstermination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) as expressly permitted by, but only constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Collateral Agent that the sale or disposition is made in accordance with, compliance with Section 6.03 (and the terms of the applicable Loan DocumentCollateral Agent may rely conclusively on any such certification without further inquiry); and (iii) if approvedconstituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (v) pursuant to Section 8.10(b). Except as provided above, authorized or ratified in writing by the Requisite Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (or such greater number as required by Section 9.03); provided that the Collateral Agent may, in its discretion, release the Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of Lenders as this Agreement or $250,000 during each Fiscal Year without the prior written authorization of any other Loan Document may expressly provide)Lender. Upon request by the Administrative Collateral Agent or the Borrowers at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Collateral Agent’s Liens upon particular types or items of the Collateral pursuant to this SectionSection 8.10. (cb) Upon In the event that any sale and transfer Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any Collateral which of the Capital Stock or assets of a Loan Party to a person that is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall not (and is hereby irrevocably authorized not required to become) a Loan Party, in each case in a transaction not prohibited by Section 6.03 and so long no Event of Default is then continuing or would result therefrom, the Collateral Agent shall promptly (and the Lenders hereby authorize the Collateral Agent to) take such action and execute any such documents as may be necessary reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to evidence release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the release case of a disposition of the Liens granted Capital Stock of any Subsidiary that is a Loan Party in a transaction not prohibited by Section 6.03 and as a result of which such Subsidiary would cease to be a Loan Party, thus terminating such Subsidiary’s Guaranty obligation under the Administrative Agent for its benefit Guarantee and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral Agreement (other than with respect to obligations that was sold or transferredexpressly survive a termination); provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Collateral Agent’s reasonable opinion, would expose the Administrative Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect affect, or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Borrowers in respect of) all interests retained by the Borrower or any other Loan PartyBorrowers, including, without limitation, including the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the Collateral. In addition, the event Collateral Agent agrees to take such actions as are reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all Letters of Credit and Commitments are terminated, and upon receipt by the Administrative Agent, for the benefit of Agents and Lenders, of liability releases from the Loan Parties in form and substance satisfactory to the Administrative Agent. Any representation, warranty or covenant contained in any sale Loan Document relating to any such Capital Stock, asset or transfer Subsidiary of Collateralthe Administrative Borrower shall no longer be deemed to be made once such Capital Stock or asset is so conveyed, sold, leased, assigned, transferred or disposed of. Upon any foreclosure release or termination in connection with the foregoing, the Collateral Agent shall (and is hereby authorized by the Lenders to) execute such documents as may reasonably requested by the Administrative Borrower to evidence the release of the Collateral Agent’s Liens upon such Collateral all without recourse or warranty. Notwithstanding the foregoing or the payment in full of the Obligations, Collateral Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agents may incur as a result of dishonored checks or other items of payment received by Agents from any Borrower or any Account Debtor and applied to the CollateralObligations, Agents shall, at their option, (i) have received a written agreement satisfactory to Agents, executed by Administrative Borrower and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Administrative Agent shall be authorized to deduct all of Obligations, indemnifying the expenses reasonably incurred by the Administrative Agent Agents and each Lender from the proceeds of any such saleloss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, transfer in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or foreclosuredamage. (dc) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Administrative Collateral Agent in this Section or in pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral and its capacity as one of the Lenders, and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lendersforegoing. (d) In the event of a foreclosure by any Agent on any of the Collateral pursuant to a public or private sale or any court ordered sale of the Collateral, except such Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and such Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the extent determined Obligations as a credit on account of the purchase price for any Collateral payable by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductsuch Agent at such sale. (e) By their acceptance Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings in connection with such enforcement shall be instituted and maintained exclusively by, the applicable Agent (or its agents or designees) in accordance with the Loan Documents for the benefit of the benefits of applicable Secured Parties; provided that the Security Documents, each Lender foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, inure to its benefit (solely in its capacity as a Specified Derivatives Provider, irrevocably appoints such Agent) hereunder and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13.other Loan Documents, and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (eii) shall not affect any each of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider Issuing Bank and the Swingline Lender from taking any action permitted by a Specified Derivatives Contract. For exercising the avoidance of doubt, all references in this Section 12.13. rights and remedies that inure to “Lender” or “Lenders” shall be deemed to include each Lender its benefit (and Affiliate thereof) solely in its capacity as such) hereunder and under the other Loan Documents, (iii) any Lender or Participant from exercising setoff rights in accordance with Section 9.09, (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a Specified Derivatives Providerproceeding relative to any Loan Party under any Bankruptcy Code or other debtor relief law or (v) any Lender from exercising any express right or remedy of such Lender under the Loan Documents where an Agent does not have the power and authority under the Loan Documents to act on behalf of such Lender; and provided, further, that if at any time there is no Person acting as the Administrative Agent or the Collateral Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the applicable Agent pursuant to Section 8.10 and (B) in addition to the matters set forth in Section 8.10, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. Prior to the initial commencement of the exercise of the Collateral Agent’s secured creditor remedies as to the Rigs, the Collateral Agent shall endeavor to consult with the Lenders regarding the nature of the secured remedies it proposes to commence, provided that nothing in this sentence shall (i) confer any right or remedy in favor of any Credit Party or (ii) confer any consent or blocking right in respect of the exercise, the manner of exercise or any other aspect related to such remedies.

Collateral Matters. (a) Each Lender hereby authorizes The Agent is authorized on behalf of all of the Administrative AgentLenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only this Agreement in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)with Section 13.10. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this SectionSection or any other applicable provision of any of the other Loan Documents. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) 5 Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by all of the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty; and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferthe 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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 Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined found in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its the Agent’s gross negligence or willful misconduct. (e) By their acceptance Upon the termination of this Agreement and the payment in full of all Obligations in accordance with Section 13.10. (the “Full Payment”), upon the written request of the benefits Borrower, the Agent and each Lender shall use commercially reasonable efforts to (i) assign, or sever into two (2) or more separate notes in denominations that the Borrower requests, each of its Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes, and assign the Security Deed on the Florida Property or the NY Mortgage, to any Person(s) designated by the Borrower, which assignment and severance documents shall be in recordable form, (ii) deliver to or as directed by the Borrower all original executed Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes, as applicable, and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of such Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit, (iii) execute and deliver an allonge with respect to each Tranche A Borrower Note, Tranche A Florida Borrower Note or Tranche B Note (or as it may have been split pursuant to (i) above) and any other note(s) described in clause (ii) above, (iv) deliver the original recorded copy of the Security Documentsmortgage or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form as may be acceptable to the Agent and each such Lender in its sole discretion, in each case, without recourse against the Agent or any Lender and without any covenant, representation or warranty by the Agent or any Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance satisfactory to the Agent and the Lenders. In connection with any transaction contemplated by this Section 12.6., the Borrower shall submit to the Agent and each Lender for their review, not less than fifteen (15) days prior to the date of any assignment of the mortgage or the payment in full of the Obligations, all instruments and documents to be executed by the Agent or any Lender. All out-of-pocket costs and expenses (including without limitation all fees and expenses of counsel) incurred by the Agent or any Lender pursuant to this Section 12.6(e) shall be paid and reimbursed by the Borrowers, jointly and severally. In addition to any indemnification obligations set forth elsewhere in this Agreement or in any other Loan Document, the Borrowers, jointly and severally, shall indemnify the Agent, each Lender that is at and each other Indemnified Party from and against any time itself a Specified Derivatives Providerand all losses, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature incurred by any Indemnified Party arising from or in connection with this Section or any assignment, document, act, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itselfobligation described herein or related hereto. The expense payment and reimbursement obligations, and on behalf of any such Affiliatethe indemnification obligations, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references Borrowers set forth in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (survive termination of this Agreement and Affiliate thereof) in its capacity as a Specified Derivatives Providerthe other Loan Documents.

Collateral Matters. (a) Each Lender The Collateral Agent is hereby authorizes authorized on behalf of all of the Administrative AgentLenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of a Default, to take any action with respect to any Pledged Collateral or any Loan Document which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to any of the Loan DocumentsPledged Collateral. (b) The Lenders hereby authorize the Administrative Collateral Agent, at its option and in its discretionthe Collateral Agent shall, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral Pledged Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Liabilities or (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)Directing Lenders. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s 's authority to release any particular types or items of the Pledged Collateral pursuant to this SectionSection 18.9. (c) Upon any sale and transfer of any Pledged Collateral which is expressly permitted pursuant to the terms of the Financing Agreement, the Loan Agreement or this AgreementAgreement or consented to in writing by the Directing Lenders, and upon at least five (5) Business Days’ ' prior written request by the BorrowerPledgor, the Administrative 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 granted to the Administrative Collateral Agent for its benefit and the benefit of the Lender Parties Lenders herein or pursuant hereto upon the Pledged Collateral that was sold or transferred; provided, however, provided that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Collateral Agent’s 's opinion, would expose the Administrative Collateral Agent or the Lenders to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations Liabilities or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan PartyPledgor, including, including (without limitation, ) the proceeds of such sale or transferthe sale, all of which shall continue to constitute part of the Pledged Collateral. In the event of any sale or transfer of Pledged Collateral, or any foreclosure with respect to any of the Pledged Collateral, the Administrative Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Pledged Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Pledgor or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section or in any of the Loan Documents18.9, it being understood and agreed that in respect of the Pledged Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interest in the Pledged Collateral as one of the Lenders and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full by Borrowers of all non-contingent Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which none of any Borrower or any of its Restricted Subsidiaries owned any interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to a Borrower or any of its Restricted Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Guaranteed Obligations; Collateral, all of the Lenders, or (iiz) as expressly permitted by, but only in accordance withotherwise, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)Required Lenders. Upon request by the Agent or Administrative Agent Borrower at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release any such Liens on particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredSection 15.12; provided, however, that (i1) the Administrative Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in the Administrative Agent’s 's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Borrowers in respect of) all interests retained by the Borrower Borrowers or any other Loan Partyof their respective Restricted Subsidiaries, including, without limitation, the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (db) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party Borrowers or any other Subsidiary of their respective Restricted Subsidiaries or is cared for, protected protected, or insured or has been encumbered, or that the Agent's Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Administrative terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubtforegoing, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity except as a Specified Derivatives Providerotherwise provided herein.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize and direct the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination cancellation of the Commitments this Agreement and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Term Loan and all other Obligations which have matured and which Agent has been notified in writing are then due and payable, (ii) as expressly upon the sale, transfer or other disposition of such Collateral in a manner permitted by, but only in accordance with, under the terms of the applicable Loan Document; and Documents and/or (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or upon such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)asset becoming Excluded Property. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this Section. section. Notwithstanding anything in Section 12.7 to the contrary, (ca) Upon any sale Guarantor shall automatically be released from its obligations hereunder (and transfer its Guaranty and any Liens on its property constituting Collateral shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Guarantor ceases to be a Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the earlier to occur of (x) the Termination Date and (y) the Term Loan Maturity Date and/or (b) any Guarantor that qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Guaranty and any Liens on its property constituting Collateral which is expressly permitted pursuant to shall be automatically released) by the terms of this Agreement, and upon at least five (5) Business Days’ prior written Agent promptly following the request therefor by the Borrower. In connection with any such release, the Administrative Agent shall (promptly execute and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted deliver to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other relevant Loan Party, including, without limitation, the proceeds of at such sale or transferLoan Party’s expense, all of which documents that such Loan Party shall continue reasonably request to constitute part of the Collateralevidence termination or release. In the event Any execution and delivery of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted document pursuant to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms preceding sentence of this Section 12.13., 14.7 shall be without recourse to or warranty by the Agent (other than as to the Agent’s authority to execute and deliver such documents). The Lenders hereby irrevocably authorize and direct the Agent to enter into any Security Document, together with such powers intercreditor agreement as are reasonably incidental thereto; provided, that this subsection contemplated by clause (ez) shall not affect any of the terms definition of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.Permitted Liens”

Collateral Matters. Subject to the provisions of this Agreement, the Applicable Intercreditor Agreements and the other relevant Loan Documents, the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (aincluding the delivery to the Collateral Agent of any Pledged Debt and any Pledged Equity required to be delivered to the Collateral Agent pursuant to the applicable Collateral Documents), are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable (x) Each Lender hereby authorizes first priority Liens (subject to Liens permitted by Section 6.06) on all right, title and interest of the respective Loan Parties in the TL Priority Collateral described therein and (y) second priority Liens (subject to Liens permitted by Section 6.06) on all right, title and interest of the respective Loan Parties in the ABL Priority Collateral described therein. Notwithstanding anything herein (including this Section 4.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary under foreign Law, or as to the rights and remedies of the Administrative Agent, without the necessity Collateral Agent or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any notice to security interest, or further consent from any Lender, from time to time prior to an Event the effects of Default, to take any action with respect to any Collateral perfection or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance withnon-perfection, the terms of priority or the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer enforceability of any Collateral which pledge of or security interest to the extent such pledge, security interest, perfection or priority is expressly permitted not required pursuant to the terms of this Agreement, Collateral and upon at least five Guarantee Requirement or (5C) Business Days’ prior written request by on the BorrowerClosing Date and until required pursuant to Section 5.11 or 3.01(a), the Administrative Agent shall (and is hereby irrevocably authorized by pledge or creation of any security interest, or the Lenders to) execute such documents as may be necessary to evidence the release effects of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein perfection or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitationnon-perfection, the proceeds of such sale priority or transfer, all of which shall continue to constitute part of the Collateral. In the event enforceability of any sale pledge or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except security interest to the extent determined by a court of competent jurisdiction by final and nonappealable judgment not required on the Closing Date pursuant to have resulted from its gross negligence or willful misconductSection 3.01(a). (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all Obligations (other than (A) contingent indemnification obligations and (B) Obligations in respect of obligations that may thereafter arise with respect to Other Liabilities not yet due and payable; unless the Guaranteed Obligations; Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such release of Liens, stating that arrangements reasonably satisfactory to the applicable provider thereof in respect of obligations and liabilities under Cash Management Services and Bank Products constituting Obligations have not been made), all Letters of Credit shall have expired or terminated (or been collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank), or (ii) of a Borrower or a Facility Guarantor upon the consummation of any transaction permitted by this Agreement as expressly permitted by, but only in accordance with, a result of which such Borrower or Facility Guarantor (as applicable) ceases to be a Borrower or a Facility Guarantor (provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of the applicable Loan Document; and such consent did not provide otherwise) or (iii) if approvedconstituting property being sold, authorized transferred or ratified disposed of in writing by a Permitted Disposition (other than a Permitted Disposition to a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Requisite Lenders (Administrative Agent or such greater number the Collateral Agent under the Loan Documents), subject to the conditions thereof, or upon the effectiveness of Lenders any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.01 of this Agreement. Except as this Agreement or provided above, the Collateral Agent will not release any other Loan Document may expressly provide)of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative any Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SectionSECTION 8.17. (cb) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five two (52) Business Days’ prior written request by the BorrowerLead Borrower (or within such shorter period as the Collateral Agent may agree in writing), the Administrative 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 granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the any Collateral that was sold or transferreddescribed in SECTION 8.17(a); provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s its reasonable opinion, would would, under Applicable Law, expose the Administrative Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (ai) Each Lender hereby authorizes The Collateral Custodian agrees to cooperate with the Administrative Agent, without the necessity Calculation Agent and the Portfolio Asset Servicer and deliver any Required Loan Documents and any other Loan Asset Files delivered to the Collateral Custodian to the Portfolio Asset Servicer, the Calculation Agent or the Administrative Agent (pursuant to a written request in the form of Exhibit E), as applicable, as requested in order to take any action that the Administrative Agent or the Calculation Agent deems necessary or reasonably desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder or under any Transaction Document, including any rights arising with respect to Article VI. In the event the Collateral Custodian receives instructions from the Applicable Servicer which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (A) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice to or further consent from knowledge of any Lendermatter hereunder, from time to time prior to including an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any unless a Responsible Officer of the Collateral pursuant to this Section. (c) Upon any sale and transfer Custodian has knowledge of any Collateral which such matter or written notice thereof is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request received by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosureCustodian. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize and direct the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination cancellation of the Commitments this Agreement and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Term Loan and all other Obligations which have matured and which Agent has been notified in writing are then due and payable, (ii) as expressly upon the sale, transfer or other disposition of such Collateral in a manner permitted by, but only in accordance with, under the terms of the applicable Loan Document; and Documents and/or (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or upon such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)asset becoming Excluded Property. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this Section. section. Notwithstanding anything in Section 12.7 to the contrary, (ca) Upon any sale Guarantor shall automatically be released from its obligations hereunder (and transfer its Guaranty and any Liens on its property constituting Collateral shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Guarantor ceases to be a Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the earlier to occur of (x) the Termination Date and (y) the Term Loan Maturity Date and/or (b) any Guarantor that qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Guaranty and any Liens on its property constituting Collateral which is expressly permitted pursuant to shall be automatically released) by the terms of this Agreement, and upon at least five (5) Business Days’ prior written Agent promptly following the request therefor by the Borrower. In connection with any such release, the Administrative Agent shall (promptly execute and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted deliver to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other relevant Loan Party, including, without limitation, the proceeds of at such sale or transferLoan Party’s expense, all of which documents that such Loan Party shall continue reasonably request to constitute part of the Collateralevidence termination or release. In the event Any execution and delivery of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted document pursuant to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms preceding sentence of this Section 12.13., 14.7 shall be without recourse to or warranty by the Agent (other than as to the Agent’s authority to execute and deliver such documents). The Lenders hereby irrevocably authorize and direct the Agent to enter into the H▇▇▇▇▇/TRG Subordination Agreement and any Security Document, together with such powers intercreditor agreement as are reasonably incidental thereto; provided, that this subsection contemplated by clause (ez) shall not affect any of the terms definition of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives ProviderPermitted Liens”.

Collateral Matters. Each Lender (aincluding in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Collateral Agent to take the actions to be taken by them as set forth in Section 10.24. In each case as specified in this Section 9.12, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and Section 10.24. Upon request by the Administrative 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 9.12; provided that such confirmation shall not delay the effectiveness of any release of Collateral made pursuant to Section 10.25. Each Lender hereby authorizes agrees, and each holder of any Note by the Administrative Agentacceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Documents. The Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 9.12, Section 10.24 or in any of the Loan Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent for its gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from its gross negligence or willful misconductnon-appealable decision). (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender Lenders hereby authorizes the Administrative Agentirrevocably authorize and direct Agent to release Liens upon any Collateral (and any such Liens shall be automatically released), without further action by Agent or any other Person, (i) upon the necessity Termination Date; (ii) in respect of property of any notice to Subsidiary being sold or further consent from disposed of or transferred (including property owned by any Lender, from time to time prior to an Event Subsidiary being sold or disposed of Default, to take any action or transferred) if the sale or disposition or transfer is made in compliance with respect to any Collateral or any Loan Document which may be necessary to perfect this Agreement and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. Documents (bor otherwise is not prohibited) The Lenders hereby authorize the Administrative Agent(and Agent may, at its option and in its discretion, request, and rely conclusively without further inquiry on, a certificate from the Borrower certifying as such prior to release Agent taking any Lien granted action to evidence such release) or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized such sale or ratified in writing disposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) to the extent the applicable Collateral is or becomes Excluded Property and/or Excluded Principal Property; (iv) to the extent the applicable Collateral constitutes property leased to Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement Agreement; (v) to the extent the Credit Party owning such Collateral is released from its Obligations hereunder (pursuant to Section 13.10 or otherwise); or (vi) as required by the terms of any other Loan Document may expressly provide)Intercreditor Agreement. Upon request by the Administrative Agent or Borrower at any time, the Lenders L▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release any Lien upon particular types or items of the Collateral pursuant to this SectionSection 10.11. In addition, the Lenders hereby authorize Agent, to subordinate any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to paragraph (6)(C) of the definition of Permitted Lien. In addition, the Guaranty of the Obligations by, and the liens on the assets of, any Restricted Subsidiary which is designated as an Unrestricted Subsidiary will automatically be terminated and released at the time of such designation. (cb) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this AgreementPromptly, and upon at least in any event not later than five (5) Business Days’ prior following written request by the BorrowerB▇▇▇▇▇▇▇, the Administrative Agent shall (and is hereby irrevocably authorized and directed by the Lenders L▇▇▇▇▇▇ to) execute such documents as may be necessary to evidence the release (or subordination) of the its Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredas contemplated by Section 10.11(a); provided, however, that (i) the Administrative Agent shall be fully protected in relying on such certification by Borrower (and shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability representation or create warranty contained therein) and any obligation or entail any consequence other than the release execution and delivery of such Liens requested documentation shall be without recourse or warranty to Agent (other than Agent’s authority to execute and deliver such documents) and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations hereunder or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Credit Parties in respect of) all interests retained by the Borrower or any other Loan PartyCredit Parties, including, without limitation, including the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent contemplated by the terms of this Section 12.13Collateral Documents., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize and direct the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination cancellation of the Commitments this Agreement and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Term Loan and all other Obligations which have matured and which Agent has been notified in writing are then due and payable, (ii) as expressly upon the sale, transfer or other disposition of such Collateral in a manner permitted by, but only in accordance with, under the terms of the applicable Loan Document; and Documents and/or (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or upon such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)asset becoming Excluded Property. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this Section. section. Notwithstanding anything in Section 12.7 to the contrary, (ca) Upon any sale Guarantor shall automatically be released from its obligations hereunder (and transfer its Guaranty and any Liens on its property constituting Collateral shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Guarantor ceases to be a Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the earlier to occur of (x) the Termination Date and (y) the Term Loan Maturity Date and/or (b) any Guarantor that qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Guaranty and any Liens on its property constituting Collateral which is expressly permitted pursuant to shall be automatically released) by the terms of this Agreement, and upon at least five (5) Business Days’ prior written Agent promptly following the request therefor by the Borrower. In connection with any such release, the Administrative Agent shall (promptly execute and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted deliver to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other relevant Loan Party, including, without limitation, the proceeds of at such sale or transferLoan Party’s expense, all of which documents that such Loan Party shall continue reasonably request to constitute part of the Collateralevidence termination or release. In the event Any execution and delivery of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted document pursuant to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms preceding sentence of this Section 12.13., 14.7 shall be without recourse to or warranty by the Agent (other than as to the Agent’s authority to execute and deliver such documents). The Lenders hereby irrevocably authorize and direct the Agent to enter into the ▇▇▇▇▇▇/TRG Subordination Agreement and any Security Document, together with such powers intercreditor agreement as are reasonably incidental thereto; provided, that this subsection contemplated by clause (ez) shall not affect any of the terms definition of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives ProviderPermitted Liens”.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Collateral Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) upon the termination of the Commitments Commitments, and indefeasible payment and satisfaction in full in cash by the Borrowers of all Obligations, constituting property being Disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower certifies to the Collateral Agent that the Disposition is permitted under Section 6.5 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), constituting property in which no Group Member owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or constituting property leased to a Group Member under a Lease or other lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Guaranteed Obligations; Collateral, all of the Lenders, or (iiz) as expressly permitted by, but only in accordance withotherwise, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)Required Lenders. Upon request by the Administrative Agent or the Administrative Borrower at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any such Liens on particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredSection 8.18; provided, however, that (i1) the Administrative Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in the Administrative Collateral Agent’s opinion, would expose the Administrative Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Obligor in respect of) all property and other interests retained by the Borrower or any other Loan PartyObligors, including, without limitation, the proceeds of such sale or transferany Disposition, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (db) The Administrative Agent and its Affiliates and Agent Firm and other representatives shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Group Members or is cared for, protected protected, or insured or has been encumbered, or that the Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Administrative terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubtforegoing, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity except as a Specified Derivatives Providerotherwise expressly provided herein.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral Lenders (including in its or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (bits Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) The Lenders hereby irrevocably authorize the Administrative Agent, Agent at its option and in its discretion, discretion to release any Lien granted to or held by the Administrative Agent upon any of the Collateral (i) upon termination of the Commitments Commitment and indefeasible payment and satisfaction in full of all of the Guaranteed Obligationsnon-contingent Obligations and delivery of cash collateral to the extent required under Section 2.3(a); or (ii) as expressly constituting property being sold or disposed of if such sale or disposition is permitted by, but only by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement); or (iii) constituting property in accordance with, which applicable Credit Party did not own an interest at the time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the applicable Loan Documentother Financing Agreements, including any intercreditor agreement; and or (iiiv) if approved, authorized or ratified in writing by in accordance with Section 11.14 hereof. Lenders hereby irrevocably authorize Agent to subordinate its Lien upon the Requisite specific Collateral on which another Person has a Lien as permitted under Section 8.2 and if such Person will not permit Agent to retain its Lien on such Collateral, Lenders hereby irrevocably authorize Agent to release its Lien upon such Collateral. Except as provided above, Agent will not release any Lien upon any of the Collateral without the prior written authorization required in accordance with Section 11.14 hereof. (or such greater number of Lenders as this Agreement or b) Without in any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by Agent, the authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of conferred upon Agent under this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative . Agent shall (and is hereby irrevocably authorized by the Lenders to) execute and deliver to the applicable Credit Party such documents as such Credit Party may be necessary reasonably request to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein upon any Collateral or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than evidence the release of such Liens without recourse or warranty Credit Party from its Obligations under the Financing Agreements in each case in accordance with the terms of the Financing Agreements and (ii) this Section 11.10; provided, that, such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens Lien upon (or obligations of the Borrower or any other Loan Credit Party in respect of) all interests the Collateral retained by the Borrower or any other Loan such Credit Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Agent shall have no obligation whatsoever to any Lender Party or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by the Borrower, any other Loan Credit Party or any other Subsidiary or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Administrative Agent herein or pursuant hereto or any of the Financing Agreements or otherwise 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 particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section Agreement or in any of the Loan Documentsother Financing Agreements, 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 Agent’s own interest in the Collateral as a Lender and that the Administrative Agent shall have no duty or liability whatsoever to any other Lender. (d) Each Lender hereunder (i) agrees that it will be bound by and will take no actions contrary to the Lendersprovisions of the Intercreditor Agreement, except as applicable, and (ii) authorizes and instructs Agent, to the extent determined required by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance the terms of the benefits of the Security DocumentsFinancing Agreements, each Lender that is at to enter into any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and Intercreditor Agreements contemplated by this Agreement as Agent on behalf of such Lender. Each Lender hereby further agrees that (i) Agent may, from time to time on and after the Closing Date, without any such Affiliatefurther consent of any Lender, enter into any Intercreditor Agreement, any subordination agreement or other intercreditor agreement contemplated by this Agreement with the collateral agent or other representatives of the holders of Debt that is permitted to be secured by a Lien on the Collateral under this Agreement, in its capacity as a Specified Derivatives Providereach case, irrevocably appoints and authorizes in order to effect the Administrative Agent as its collateral agent, to take such action as contractual representative relative priority of Liens on such Specified Derivatives Provider’s behalf the Collateral and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Section 12.13.Agreement to be pari passu with or junior or senior to the Liens securing the Obligations with respect to part or all of the Collateral, which are, in each case, incurred in accordance with this Agreement, and any Security Document, together with such powers to establish certain relative rights as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any between the holders of the terms Obligations and the holders of a Specified Derivatives Contract the Debt secured by such Liens, and (ii) such Intercreditor Agreements and any other subordination agreement or restrict a Specified Derivatives Provider from taking any action permitted intercreditor agreement referred to in the foregoing clause (i) entered into by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” Agent shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerbinding on the Secured Parties.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral Lenders (including in its or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (bits Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) The Lenders hereby irrevocably authorize the Administrative Agent, Agent at its option and in its discretion, discretion to release any Lien granted to or held by the Administrative Agent upon any of the Collateral (i) upon termination of the Commitments Revolving Loan Commitment and indefeasible payment and satisfaction in full of all of the Guaranteed Obligationsnon-contingent Obligations and delivery of cash collateral to the extent required under Section 13.1 below; or (ii) as expressly permitted byconstituting property being sold or disposed of if applicable Credit Party certifies to Agent that the sale or disposition is made in compliance with Section 8.1 hereof (and Agent may rely conclusively on any such certificate, but only without further enquiry); or (iii) constituting property in accordance with, which applicable Credit Party did not own an interest at the time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the applicable Loan Documentother Financing Agreements, including any intercreditor agreement; and or (iiiv) if approved, authorized or ratified in writing by in accordance with Section 11.14 hereof. Lenders hereby irrevocably authorize Agent to subordinate its Lien upon the Requisite specific Collateral on which another Person has a Lien as permitted under Section 8.2(e) and if such Person will not permit Agent to retain its Lien on such Collateral, Lenders hereby irrevocably authorize Agent to release its Lien upon such Collateral. Except as provided above, Agent will not release any Lien upon any of the Collateral without the prior written authorization required in accordance with Section 11.14 hereof. (or such greater number of Lenders as this Agreement or b) Without in any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by Agent, the authority to release any of the Collateral pursuant to conferred upon Agent under this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative . Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent upon any Collateral to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredextent set forth above; provided, howeverthat, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation obligations or entail any consequence other than the release of such Liens Lien without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens Lien upon (or obligations of the Borrower or any other Loan Credit Party in respect of) all interests the Collateral retained by the Borrower or any other Loan such Credit Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by the Borrower, any other Loan Credit Party or any other Subsidiary or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Administrative Agent herein or pursuant hereto or any of the Financing Agreements or otherwise 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 particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section Agreement or in any of the Loan Documentsother Financing Agreements, 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 Agent’s own interest in the Collateral as a Lender and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductany other Lender. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents[Reserved]. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to (1) release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (i) in accordance with the express terms of the Loan Documents; (ii) upon termination of the Commitments Total Commitment and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only Loans and all other Obligations in accordance with, with the terms hereof; or (iii) (x) constituting property being sold or disposed of in the ordinary course of any Loan Party’s business and otherwise in compliance with the terms of this Agreement and the applicable other Loan DocumentDocuments; and (iiiy) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or (z) if approved, authorized or ratified in writing by the Requisite Lenders or (2) subordinate any Lien on any property granted to or such greater number sold by the Collateral Agent to the holder of Lenders as this Agreement or any other Loan Document may expressly provide)Lien on property that is permitted to be subordinated pursuant to the definition of “Permitted Liens”. Upon request by the Administrative Collateral Agent at any time, the Lenders will shall confirm in writing the Administrative Collateral Agent’s authority to release any or subordinate particular types or items of the Collateral pursuant to this SectionSection 10.08(b). (c) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release or subordinate Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon receipt by the Collateral Agent of confirmation from the Required Lenders (or all Lenders if applicable) of its authority to release or subordinate any sale and transfer particular item or types of any Collateral which is expressly permitted pursuant to the terms of this AgreementCollateral, and upon at least five (5) Business Days’ prior written request by the Borrowerany Loan Party, the Administrative 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 granted to the Administrative Collateral Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto Agents and the Lenders upon the Collateral that was sold or transferredsuch Collateral; provided, however, that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Collateral Agent’s opinion, would expose the Administrative Collateral Agent to liability or create any obligation obligations or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens Lien upon (or obligations of the Borrower or any other Loan Party in respect of) all interests in the Collateral retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Loan Parties, each Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 363 of the Bankruptcy Code), to use and apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. (e) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Parties or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Administrative Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 10.08 or in any of the other Loan DocumentsDocument, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lendersany other Lender, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductas otherwise provided herein. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes The Lenders (and each other Secured Party by their acceptance of the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any benefits of the Loan Documents. (bDocuments shall be deemed to) The Lenders hereby irrevocably authorize the Administrative AgentCollateral Agent (and if applicable, at its option and in its discretion, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien granted to or held by its Liens on the Administrative Agent Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon termination Full Payment of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly upon a disposition of Collateral permitted by, but only in accordance with, the terms of the applicable Loan Documentby Section 8.8 to a Person that is not an Obligor; and (iii) if approvedany such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, authorized or ratified upon the release of such Guarantor from its obligations under the Guarantee Agreement (in writing accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Requisite Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, consent to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or such greater number other percentage of Lenders as this Agreement or any other Loan Document may expressly providewhose consent is required in accordance with Section 12.1). Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of the Collateral pursuant to this Section. Section 13.10. In addition, the Lenders (cand each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) Upon hereby irrevocably authorize (w) the Collateral Agent to subordinate any sale Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Current Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent (1) such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is permitted by this Agreement and transfer in the case of a Subsidiary ceasing to constitute a Subsidiary, the Borrower will be deemed to make a new Investment in the residual equity retained directly or indirectly by the Borrower and (2) no Default or Event of Default has occurred or is continuing or would result therefrom and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral which is expressly permitted by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement or, if the ABL Intercreditor Agreement is not then in effect, to the applicable Obligor. Promptly upon consummation of the FTS Distribution and Contribution Transaction, solely to the extent true, Borrower shall send a certificate to Agent confirming that FTS does not own any assets other than the Stock of Holdings, net operating losses with immaterial value and/or other property and assets with immaterial value (“FTS Distribution and Contribution Certificate”). Notwithstanding any other provisions set forth herein, upon the full and complete consummation of the FTS Distribution and Contribution Transaction and Agent’s receipt of the FTS Distribution and Contribution Certificate, (i) each of the FTS Pledge Agreements and the FTS Control Agreements shall be deemed terminated and released (automatically and through no further action of any Person), (ii) FTS shall no longer be deemed to be party to the Security Agreement or any other Loan Document (automatically and through no further action of any Person), (iii) the Collateral Agent’s Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries) shall be deemed terminated and released (automatically and through no further action of any Person), and (iv) the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents) irrevocably authorize the Collateral Agent to (A) release its Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries), and (B) if reasonably requested by the Borrower, promptly execute, as applicable, and deliver to the Borrower any such additional instruments, terminations, lien releases, discharges of security interests, pledges and other similar discharge or release documents or other writings to effect or evidence such release and termination. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed 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 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least five three (53) Business Days’ prior written request by the Borrower, the Administrative such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredGuarantee Agreement; provided, however, that (i) the Administrative such Appointed Agent shall not be required to execute any such document on terms which, in the Administrative such Appointed Agent’s opinion, would expose the Administrative such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Obligors in respect of) all interests retained by the Borrower or any other Loan PartyObligors, including, without limitation, including the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the such Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section or in 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 Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, with the consent or at the direction of the Required Lenders and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerforegoing.

Collateral Matters. (a) Each Lender hereby authorizes The Lenders (and each other Secured Party by their acceptance of the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any benefits of the Loan Documents. (bDocuments shall be deemed to) The Lenders hereby irrevocably authorize the Administrative AgentCollateral Agent (and if applicable, at its option and in its discretion, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien granted to or held by its Liens on the Administrative Agent Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon termination Full Payment of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly upon a disposition of Collateral permitted by, but only in accordance with, the terms of the applicable Loan Documentby Section 8.8 to a Person that is not an Obligor; and (iii) if approvedany such Collateral constitutes property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, authorized or ratified upon the release of such Guarantor from its obligations under the Guarantee Agreement (in writing accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by the Requisite Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or such greater number other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, so long as this Agreement or all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any other Loan Document may expressly provide)assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of the Collateral pursuant to this Section. Section 13.10. In addition, the Lenders (cand each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) Upon hereby irrevocably authorize (w) the Collateral Agent to subordinate any sale Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and transfer is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral which is expressly permitted by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r), clause (jj), or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of Permitted Liens, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed 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 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least five three (53) Business Days’ prior written request by the Borrower, the Administrative such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredGuarantee Agreement; provided, however, that (i) the Administrative such Appointed Agent shall not be required to execute any such document on terms which, in the Administrative such Appointed Agent’s opinion, would expose the Administrative such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Obligors in respect of) all interests retained by the Borrower or any other Loan PartyObligors, including, without limitation, including the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the such Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section or in 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 Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerforegoing.

Collateral Matters. (ai) Each Lender authorizes and directs Administrative Agent to enter into the Other Agreements for the benefit of Lenders. Each Lender hereby authorizes agrees that, except as otherwise set forth herein, any action taken by Requisite Lenders in accordance with the provisions of this Agreement or the Other Agreements, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative AgentAgent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or any Loan Document Other Agreements which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of this Agreement and the Loan DocumentsOther Agreements. (ii) Administrative Agent will not, without the verbal consent of all Lenders, which consent shall (a) be confirmed promptly thereafter in writing and (b) The Lenders hereby authorize the not be unreasonably withheld or delayed, execute any release of Administrative Agent, at its option and ’s security interest in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral except for releases relating to dispositions of Collateral (ix) upon termination of permitted by this Agreement (including pursuant to Factoring Arrangements) and (y) in connection with the Commitments and indefeasible payment and satisfaction repayment in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, Liabilities by Borrower and the terms termination of the applicable Loan Document; all obligations of Administrative Agent and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as under this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredOther Agreements; provided, howeverthat with the consent of Requisite Lenders in the manner set forth above, that Administrative Agent may release its liens on Collateral having a book value not greater than ten percent (i10%) of the total book value of all Collateral, as determined by Administrative Agent, either in a single transaction or series of related transactions, not to exceed twenty percent (20%) of the book value of all Collateral in any Fiscal Year. Administrative Agent shall not be required to execute any such document release on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateralwarranty. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (diii) The Lenders hereby agree that the lien granted to Administrative Agent in any property sold or disposed of in accordance with the provisions of the Agreement shall be automatically released; provided, however that Administrative Agent’s lien shall attach to and continue for the benefit of Administrative Agent and Lenders in the proceeds and products of such property arising from any such sale or disposition. (iv) To the extent, pursuant to the provisions of this subsection 19(j), Administrative Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least five (5) business days’ prior written request by Borrower, Administrative Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the liens granted to Administrative Agent for the benefit of Lenders herein or pursuant hereto upon the Collateral that was sold or transferred. (v) Administrative Agent shall not have no any obligation whatsoever to any Lender Party Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party Borrower or any other Subsidiary Obligor or is cared for, protected or insured or that the Liens liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 19 or in any of the Loan DocumentsOther Agreements, 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 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 the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender authorizes and directs Agent to enter into the other Loan Documents for the benefit of the Lenders. Each Lender hereby authorizes agrees that, except as otherwise set forth herein, any action taken by the Administrative AgentRequired Lenders (or Agent at the direction of the Required Lenders) in accordance with the provisions of this Agreement or the 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 Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or any other Loan Document Documents which may be necessary to perfect and maintain as perfected and first priority (subject only to Permitted Liens) the Liens Security Interest and Lien upon the Collateral granted pursuant to any of this Agreement and the other Loan Documents. (b) The Lenders hereby authorize Agent will not, without the Administrative consent of the Required Lenders, execute any release of Agent, at its option and ’s security interest in its discretion, substantially all of the Collateral except for releases relating to release any Lien granted to or held by the Administrative Agent upon any dispositions of Collateral (ix) upon termination of permitted by this Agreement and (y) in connection with the Commitments and indefeasible payment and satisfaction repayment in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, Obligations by Borrower and the terms termination of all obligations of Agent and the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as under this Agreement or any and the other Loan Document may expressly provide)Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document release on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateralwarranty. In the event of any sale sale, transfer or transfer foreclosure of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (c) To the extent, pursuant to the provisions of this Section 10.10, Agent’s execution of a release is required to release its Lien upon any sale and transfer of Collateral which is permitted under this Agreement or consented to in writing by the Required Lenders, and upon at least three (3) Business Days’ prior written request by Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon the Collateral that was sold or transferred. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party Borrower or any other Subsidiary Guarantor or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.10 or in any of the 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 Agent’s own interest in the Collateral as one of Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (e) By In the event that any Lender receives any proceeds of any Collateral or other payments from the Borrower or any of its Subsidiaries with respect to the Obligations, including by setoff or otherwise, in an amount in excess of such Lender’s Commitment Percentage of such proceeds, such Lender shall purchase for cash (and other Lenders shall sell) interests in each of such other Lender’s Commitment Percentage as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their acceptance respective Commitment Percentages. No Lender shall exercise any right of set off without the prior written consent of the benefits Required Lenders and in all cases such right of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, setoff shall be subject to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.1310.10(e)., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Collateral or any Lien granted to or held by the Administrative Agent upon on any Collateral (i) upon the termination of all of the Commitments and indefeasible payment and satisfaction in full by Borrower of all of the Guaranteed Obligations; Credit Party Obligations (other than unasserted contingent indemnification obligations), (ii) as expressly that is permitted byto be sold, but only in accordance with, the terms transferred or otherwise disposed of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as under this Agreement or any other Credit Document, (iii) that is owned by a Guarantor that is permitted to be released under this Agreement or any other Credit Documents, or (iv) constituting property in which the Loan Document may expressly provide)Parties and their respective Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter. Upon request by the Administrative Agent or Borrower at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any such Liens on particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredSection 8.11; provided, however, that (i1) the Administrative Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Guaranteed Credit Party Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Credit Party in respect of) all interests retained by the Borrower or any other Loan Credit Party, including, without limitation, the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the Collateral. In Subject to the event foregoing proviso, Agent further agrees that, in connection with any transaction described in the foregoing clauses (i) — (iv) and as soon as is reasonably practicable after its receipt of a written request from the Initial Borrower specifying in reasonable detail the Collateral proposed to be released in connection with such transaction and the basis for such release, it will execute and deliver to the Initial Borrower (at the Initial Borrower’s sole cost and expense) such collateral release documentation as the Initial Borrower shall reasonably request to evidence such release; provided that prior to, and immediately after giving effect to, such release no Default or Event of Default is in existence. (b) The Agent shall not have any sale or transfer of Collateral, or any foreclosure with respect obligation whatsoever to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Credit Parties or is cared for, protected protected, or insured or has been encumbered, or that the Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in pursuant to any of the Loan Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Administrative terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lendersforegoing, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductas otherwise provided herein. (ec) By their acceptance Anything contained in any of the benefits Credit Documents to the contrary notwithstanding, the Initial Borrower, the Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral or to enforce any of the Security Documents, each Lender it being understood and agreed that is at any time itself a Specified Derivatives Providerall powers, or having an Affiliate that is a Specified Derivatives Providerrights and remedies thereunder may be exercised solely by the Agent, hereby, for itself, and on behalf of any such Affiliatethe Lenders in accordance with the terms hereof and thereof. Each Lender hereby, in its capacity as a Specified Derivatives Provideron and after the effective date of the HY Intercreditor Agreement, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, (i) agrees to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent be bound by the terms of this Section 12.13., thereof and (ii) authorizes the Agent and the collateral agent thereunder to take any Security Document, together with and all action required to be taken by such powers as are reasonably incidental thereto; provided, that this subsection Person (eor from refraining from taking any action) shall not affect any of pursuant to the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives ProviderHY Intercreditor Agreement.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full in cash of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only or constituting property being sold or disposed of in accordance with, compliance with the terms of this Agreement and the applicable Other Documents; or constituting property to be financed with Indebtedness permitted under Section 7.8(iii) hereof; or constituting property in which any Loan DocumentParty (as applicable) owned no interest at the time the Lien was granted or at any time thereafter; and (iii) or if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)Required Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this SectionSection 14.13(a). (cb) Upon Without in any sale and transfer manner limiting Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 14.13(a)), each Lender agrees to confirm in writing, upon request by Agent, the authority to release Collateral conferred upon Agent under Section 14.13(a). Either without such confirmation (if Agent has not requested such confirmation) or upon receipt by Agent of any Collateral which is expressly permitted pursuant to the terms of this Agreementsuch confirmation (if Agent has requested such confirmation), and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredextent permitted by Section 14.13; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation obligations or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens Lien upon (or obligations of the Borrower or any other Loan Party in respect of) all interests in the Collateral retained by the Borrower or any other such Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosureParty (as applicable). (dc) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Administrative Agent herein pursuant to this Agreement or pursuant hereto have any Other Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 14.13 or in any of the Loan DocumentsOther Document, 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 Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lendersany other Lender, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductas otherwise provided herein. (ed) By their acceptance Each Loan Party and each Lender each hereby irrevocably authorizes Agent, based upon the written instruction of the benefits Required Lenders, to bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Security Documents, each Lender that is Collateral at any time itself a Specified Derivatives Providersale thereof conducted (i) by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code (ii) under the provisions of the Federal Bankruptcy Reform Act of 1978, including Section 363, 365 and/or 1129 thereof, or having (iii) conducted by Agent (whether by judicial action or otherwise, including a foreclosure sale) in accordance with Applicable Law (clauses (i), (ii) an Affiliate that is (iii), a Specified Derivatives Provider“Collateral Sale”); and in connection with any Collateral Sale, herebyAgent may accept non-cash consideration, for itself, including debt and on behalf of any equity securities issued by such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers acquisition vehicle under the Security Documents as are specifically delegated to the Administrative direction or control of Agent by the terms of this Section 12.13., and Agent may offset all or any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any portion of the terms Obligations against the purchase price of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providersuch Collateral.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Pledge Agreement for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby authorizes agrees, and each holder of any Note by the Administrative Agentacceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12) in accordance with the provisions of this Agreement or the Pledge Agreement, and the exercise by the Required Lenders (or all the Lenders, as the case may be) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document the Pledge Agreement which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan DocumentsPledge Agreement. (b) The Lenders hereby authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) as expressly permitted byconstituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Required Lenders (or such greater number all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in this Agreement or any other Loan Document may expressly provide)and/or the Pledge Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any particular types or items of the Collateral pursuant to this SectionSection 12.10. (c) Upon any sale and transfer of any The Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Credit Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 12.10 or in any of the Loan DocumentsPledge Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from its gross negligence or willful misconductnon-appealable decision). (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon on any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full by Borrowers of all of Obligations; and upon such termination and payment Agent shall deliver to Borrowers, at Borrowers' sole cost and expense, all UCC termination statements and any other documents necessary to terminate the Guaranteed ObligationsLoan Documents and release the Liens with respect to the Collateral; (ii) as expressly constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certifies to Agent that the sale or disposition is permitted byunder Section 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, but only in accordance with, the terms of the applicable Loan Documentwithout further inquiry); and (iii) if approvedconstituting property in which Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to Borrowers under a lease that has expired or been terminated, authorized property used to secure Equipment Financing Indebtedness or ratified in writing property secured by the Requisite Lenders (or such greater number Ontario Lien in a transaction permitted under this Agreement. Except as provided above, Agent will not release any Lien on any Collateral without the prior written authorization of Lenders as this Agreement or any other Loan Document may expressly provide)the Required Lenders. Upon request by the Agent or Administrative Agent Borrower at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release any such Liens on particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredSection 17.11; provided, however, that (i) the Administrative Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in the Administrative Agent’s 's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released), upon (or obligations of the Borrower or any other Loan Party Borrowers in respect of) all interests retained by the Borrower or any other Loan PartyBorrowers, including, without limitation, the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (db) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the BorrowerBorrowers, any other Loan Party or any other Subsidiary or is cared for, protected protected, or insured or has been encumbered, or that the Liens granted to of the Administrative Agent herein or pursuant hereto (for the benefit of the Lender Group) have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the Administrative terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubtforegoing, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity except as a Specified Derivatives Providerotherwise provided herein.

Collateral Matters. (a) Each Lender authorizes and directs Agent to enter into the Loan Documents for the benefit of Lenders. Each Lender hereby authorizes agrees that, except as otherwise set forth herein, any action taken by Requisite Lenders in accordance with the Administrative Agentprovisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or any Loan Document Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of this Agreement and the Loan Documents. (b) The Lenders hereby authorize Agent will not, without the Administrative verbal consent of all Lenders, which consent shall (a) be confirmed promptly thereafter in writing and (b) not be unreasonably withheld or delayed, execute any release of Agent, at its option and ’s security interest in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral except for releases relating to dispositions of Collateral (ix) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by or (y) in connection with the Administrative Agent at any time, the Lenders will confirm payment in writing the Administrative Agent’s authority to release any full of all of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request Obligations by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit Borrowers and the benefit termination of all obligations of Agent and Lenders under this Agreement and the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredLoan Documents; provided, howeverthat without the consent of any Lenders, that Agent may release its liens on Collateral having a book value not greater than ten percent (i10%) of the Administrative total book value of all Collateral in any fiscal year. Agent shall not be required to execute any such document release on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateralwarranty. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the out-of-pocket expenses reasonably incurred by the Administrative Agent from the proceeds of any such salesale or transfer. (c) Lenders hereby agree that the lien granted to Agent in any property sold or disposed of in accordance with the provisions of the Agreement shall be automatically released; provided, transfer however that Agent’s lien shall attach to and continue for the benefit of Agent and Lenders in the proceeds and products of such property arising from any such sale or foreclosuredisposition. (d) The Administrative To the extent, pursuant to the provisions of this Section 13.10, Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by Borrowers of any sale or transfer permitted under this Agreement or any other Loan Document, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon the Collateral that was sold or transferred. (e) Agent shall not have no any obligation whatsoever to any Lender Party Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party Borrowers or any other Subsidiary Obligor or is cared for, protected or insured or that the Liens liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 13 or in 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 Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (ef) By their acceptance In the event that any Lender receives any Proceeds of any Collateral by setoff, exercise of any banker’s lien or otherwise, in an amount in excess of such Lender’s Pro Rata Share of such Proceeds, such Lender shall purchase for cash (and other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the benefits Obligations as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. No Lender shall exercise any right of set off or banker’s lien without the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf prior written consent of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13Agent., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes Except as otherwise set forth herein, any action or exercise of powers by the Administrative AgentAgent provided under the Loan Documents, together with such other powers as are reasonably incidental thereto, shall be deemed authorized by and binding upon all of the Lenders. At any time and without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to the Agent may take any action with respect to any Collateral necessary or any Loan Document which may be necessary advisable to perfect and maintain perfected the perfection of the Liens upon the Collateral granted pursuant to any of the Loan DocumentsCollateral. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, Agent is authorized to release any Lien granted to or held by the Administrative Agent it upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; , (ii) as expressly required to be delivered from permitted bysales of Collateral hereunder, but only in accordance withif any, upon receipt of the proceeds by the Agent (or, if permitted hereunder, the terms of the applicable Loan Document; and Borrower) or (iii) if approved, authorized or ratified in writing the release can be and is approved by the Requisite Required Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provideall the Lenders, if so required under Section 11.5). Upon The Agent may request by the Administrative Agent at any time, and the Lenders will confirm in writing provide confirmation of the Administrative Agent’s 's authority to release any particular types or items of the Collateral pursuant to this SectionCollateral. (c) Upon any sale and or transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ ' prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s 's reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan PartyBorrower, including, including (without limitation, ) the proceeds of such sale or transferthe 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall not have no any obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or that the Collateral is cared for, protected or insured insured, or that the Liens granted to on the Administrative Agent herein or pursuant hereto Collateral have been properly created or sufficiently perfected or lawfully created, perfected, protected or enforced or are entitled to have any particular priority, or . With respect to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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 NFBC's own interest in the Collateral as one of the Lenders, and that the Administrative Agent it shall have no duty or liability whatsoever to the LendersLenders with respect thereto, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. Each Lender authorizes and directs Collateral Agent to enter into the Collateral Documents (aother than the Mexican Collateral Agreements or the Mexican Collateral Amendment and Reaffirmation Agreements) for the benefit of the Agents and the Lenders. Each Lender hereby authorizes agrees that, except as otherwise set forth in this Agreement, any action taken by any Agent or Required Lenders in accordance with the Administrative Agentprovisions of this Agreement or the other Loan Documents, and the exercise by such Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Collateral Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral (other than Collateral located in Mexico) or any Loan Document Documents (other than the Mexican Collateral Agreements or the Mexican Collateral Amendment and Reaffirmation Agreements) which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of this Agreement and the such other Loan Documents. (b) . The Lenders hereby irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Collateral Agent upon under any Collateral Document (other than the Mexican Collateral Agreements) (i) upon termination of the Commitments and indefeasible payment and satisfaction Payment in full of all of the Guaranteed ObligationsFull; (ii) upon property sold or to be sold or disposed of as expressly part of or in connection with any disposition permitted by, but only under this Agreement (including the release of any Guarantor in accordance with, the terms of the applicable Loan Documentconnection with any such disposition); and or (iii) subject to Section 15.1 if approved, authorized or ratified approved in writing by the Requisite Lenders Required Lenders; or (or b) to subordinate its interest in any Collateral (other than Collateral located in Mexico) to any holder of a Lien on that Collateral which secures purchase money debt (it being understood that Collateral Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such greater number of Lenders as this Agreement or any other Loan Document may expressly provideLien is permitted hereunder). Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any release, or subordinate its interest in, particular types or items of the Collateral pursuant to this SectionSection 14.11. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full in cash of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only or constituting property being sold or disposed of in accordance with, compliance with the terms of this Agreement and the applicable Other Documents; or constituting property to be financed with Indebtedness permitted under Section 7.8(iii) hereof; or constituting property in which any Loan DocumentParty (as applicable) owned no interest at the time the Lien was granted or at any time thereafter; and (iii) or if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)Required Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this SectionSection 14.13(a). (cb) Upon Without in any sale and transfer manner limiting Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 14.13(a)), each Lender agrees to confirm in writing, upon request by Agent, the authority to release Collateral conferred upon Agent under Section 14.13(a). Either without such confirmation (if Agent has not requested such confirmation) or upon receipt by Agent of any Collateral which is expressly permitted pursuant to the terms of this Agreementsuch confirmation (if Agent has requested such confirmation), and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredextent permitted by Section 14.13; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation obligations or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens Lien upon (or obligations of the Borrower or any other Loan Party in respect of) all interests in the Collateral retained by the Borrower or any other such Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosureParty (as applicable). (dc) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Administrative Agent herein pursuant to this Agreement or pursuant hereto have any Other Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 14.13 or in any of the Loan DocumentsOther Document, 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 Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lendersany other Lender, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductas otherwise provided herein. (ed) By their acceptance Each Loan Party and each Lender each hereby irrevocably authorizes Agent, based upon the written instruction of the benefits Required Lenders, to bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Security Documents, each Lender that is Collateral at any time itself a Specified Derivatives Providersale thereof conducted (i) by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, (ii) under the provisions of the Federal Bankruptcy Reform Act of 1978, including Section 363, 365 and/or 1129 thereof, or having (iii) conducted by Agent (whether by judicial action or otherwise, including a foreclosure sale) in accordance with Applicable Law (clauses (i), (ii) an Affiliate that is (iii), a Specified Derivatives Provider“Collateral Sale”); and in connection with any Collateral Sale, herebyAgent may accept non-cash consideration, for itself, including debt and on behalf of any equity securities issued by such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers acquisition vehicle under the Security Documents as are specifically delegated to the Administrative direction or control of Agent by the terms of this Section 12.13., and Agent may offset all or any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any portion of the terms Obligations against the purchase price of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providersuch Collateral.

Collateral Matters. Each Lender (aincluding in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby authorizes agrees, and each holder of any Note by the Administrative Agentacceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders, the Required Revolving Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders, the Required Revolving Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or any Loan Document Collateral Documents which may be necessary or desirable to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to any of the Loan Collateral Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any or subordinate particular types or items of the Collateral pursuant to this Section. Section 9.12. In each case as specified in this Section 9.12, Section 7.04 and Section 10.24, the applicable Agent will (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Liens granted to Guaranty, in each case in accordance with the Administrative Agent for its benefit and the benefit terms of the Lender Parties herein or pursuant hereto upon the Loan Documents, this Section 9.12, Section 7.04 and Section 10.24. The Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or in any of the Loan Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from its gross negligence or willful misconductnon-appealable decision). (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender Secured Party hereby irrevocably authorizes and directs Collateral Agent to enter into the Administrative AgentSecurity Agreement and any related documents for the benefit of such Secured Party. Collateral Agent is hereby authorized (but not obligated) on behalf of all of Secured Parties, without the necessity of any notice to or further consent from any Lender, Secured Parties from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document related documents which may be necessary to perfect and maintain perfected the Liens liens upon the Collateral granted pursuant to any of the Loan Documents. Each Secured Party hereby agrees, and each holder of any Senior Note by the acceptance thereof will be deemed to agree, that any action taken by the Majority in Interest, in accordance with the provisions of this Security Agreement, and the exercise by the Majority in Interest 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 Secured Parties. Each Secured Party hereby agrees, and each holder of any Senior Note by the acceptance thereof will be deemed to agree, that only a Majority in Interest shall have the right, but not the obligation, to undertake the following actions: (i) if an event of Default occurs, after the applicable cure period, if any, a Majority in Interest may, on behalf of all Secured Parties, instruct the Collateral Agent to provide to Grantor notice to cure such default and/or declare the unpaid principal amount of the Senior Notes to be due and payable, together with any and all accrued interest thereon and all costs payable pursuant to such Senior Notes; (ii) upon the occurrence of any Event of Default after the applicable cure period, if any, a Majority in Interest may instruct the Collateral Agent to proceed to protect, exercise and enforce, on behalf of all the Secured Parties, their rights and remedies under the Loan Documents, and such other rights and remedies as are provided by law or equity; (iii) a Majority in Interest may instruct the Collateral Agent to waive any Event of Default by written notice to Grantor, and the other Secured Parties; and (iv) a Majority in Interest may instruct the Collateral Agent to take any action that it may take under this Agreement by instructing the Collateral Agent in writing to take such action on behalf of all the Secured Parties. (b) The Lenders Each Secured Party hereby authorize the Administrative irrevocably authorizes Collateral Agent, at its option and in its discretion, , (i) to release any Lien lien on any property granted to or held by the Administrative Collateral Agent upon under any Collateral Loan Document (iA) upon termination of or the Commitments and indefeasible payment and satisfaction in full of all Loans, (B) that is sold or to be sold as part of the Guaranteed Obligations; (ii) as expressly or in connection with any sale permitted by, but only in accordance with, the terms of the applicable hereunder or under any other Loan Document; and , (iiiC) if approved, authorized or ratified in writing by the Requisite Lenders Majority in Interest, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any lien on any property granted to or held by Collateral Agent under any Loan Document to the holder of any lien on such greater number of Lenders as property that is permitted by this Security Agreement or any other Loan Document may expressly provide)Document. Upon request by the Administrative Collateral Agent at any time, the Lenders each Secured Party will confirm in writing the Administrative Collateral Agent’s authority to release any or subordinate its interest in particular types or items of the Collateral pursuant to this Sectionsection. (c) Upon any sale and transfer of any Subject to (b) above, Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders each Secured Party to) execute such documents as may be necessary to evidence the release or subordination of the Liens liens granted to the Administrative Collateral Agent for its benefit and the benefit of the Lender Collateral Agent and Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferredapplicable Collateral; provided, however, provided that (i) the Administrative Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Collateral Agent’s opinion, would expose the Administrative Collateral Agent to liability or create any obligation liability or entail any consequence other than the release or subordination of such Liens liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Guaranteed Obligations Loans or any Liens liens upon (or obligations of the Borrower or any other Loan Party Grantor in respect of) all interests retained by the Borrower or any other Loan PartyGrantor, including, without limitation, including the proceeds of such sale or transferthe 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 Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Secured Party or to any other Person person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Grantor or is cared for, protected or insured or that the Liens liens granted to the Administrative Collateral Agent herein or in any of the Loan 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 Collateral Agent in this Section section or in 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 Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given Collateral Agent’s own interest in the Collateral as one of Secured Parties and that the Administrative Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconductSecured Parties. (e) By their acceptance Each Secured Party hereby appoints each other Secured Party as agent for the purpose of perfecting Secured Parties’ security interest in assets which, in accordance with Article 9 of the benefits of the Security Documents, each Lender that is at UCC can be perfected only by possession. Should any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf Secured Party (other than Collateral Agent) obtain possession of any such AffiliateCollateral, such Secured Party shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver such Collateral to Collateral Agent or in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provideraccordance with Collateral Agent’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13instructions., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes The Lenders (and each other Secured Party by their acceptance of the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any benefits of the Loan Documents. (bDocuments shall be deemed to) The Lenders hereby irrevocably authorize the Administrative AgentCollateral Agent (and if applicable, at its option and in its discretion, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien granted to or held by its Liens on the Administrative Agent upon any Collateral (i) upon termination Full Payment of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; and (ii) as expressly upon a disposition of Collateral permitted by, but only in accordance with, the terms of the applicable Loan Documentby Section 8.8 to a Person that is not an Obligor; and (iii) if approvedthe percentage of Lenders required to consent to the Collateral being released hereunder, authorized or ratified in writing by consent to the Requisite Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Required Lenders (or such greater number other percentage of Lenders as this Agreement or any other Loan Document may expressly providewhose consent is required in accordance with Section 12.1). Upon request by the Administrative Collateral Agent or the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of the Collateral pursuant to this Section. Section 13.10. In addition, the Lenders (cand each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) Upon hereby irrevocably authorize (w) the Collateral Agent to subordinate any sale Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q)(i) (as to Current Asset Collateral and, subject to exceeding certain caps, the Fixed Asset Collateral), and transfer (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral which is expressly permitted by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement (and, as applicable, the and the Monarch Acquisition Intercreditor Agreement), or, if the ABL Intercreditor Agreement and the Monarch Acquisition Intercreditor Agreement are not then in effect, to the applicable Obligor. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed 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 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least five three (53) Business Days’ prior written request by the Borrower, the Administrative such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of such Collateral Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredGuarantee Agreement; provided, however, that (i) the Administrative such Appointed Agent shall not be required to execute any such document on terms which, in the Administrative such Appointed Agent’s opinion, would expose the Administrative such Appointed Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party Obligors in respect of) all interests retained by the Borrower or any other Loan PartyObligors, including, without limitation, including the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the such Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Party or to any other Person of the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section or in 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 Administrative Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, with the consent or at the direction of the Required Lenders and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providerforegoing.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and or (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties Lenders and the Issuing Bank herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party the Lenders or the Issuing Bank or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted resulting from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents, any Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, any Intercreditor Agreement and any Other Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Section 2.9, any Increase Supplement as provided in Section 2.9, any Lender Joinder Agreement as provided in Section 2.9, any Extension Amendment as provided in Section 2.10, any Specified Refinancing Amendment as provided in Section 2.11 and any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Section 2.12). Each Lender hereby authorizes agrees, and each holder of any Note or participant in Revolving Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, any Intercreditor Agreement, any Other Intercreditor Agreement (both as amended by any Intercreditor Agreement Supplement), any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement, any Extension Amendment, any Specified Refinancing Amendment or any agreement required in connection with a Permitted Debt Exchange Offer 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 Administrative Agent and the Collateral Agent are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or any Loan Document Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the 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. The Collateral Agent may grant extensions of time for the Loan creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, at its option and in its discretionas applicable, (A) to release any Lien granted to or held by the Administrative such Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid, (ii) as expressly permitted byconstituting property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with Section 8.4, but only in accordance with, the terms (iii) owned by any Restricted Subsidiary of the applicable Loan Document; and Parent Borrower which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Parent Borrower or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iiiiv) if approved, authorized or ratified in writing by the Requisite Required Lenders (or such greater number amount, to the extent required by Section 11.1), or (v) as otherwise may be expressly provided herein or in the relevant Security Documents (including in connection with any Collateral Suspension); (B) at the written request of Lenders the Parent Borrower to subordinate any Lien on any Excluded Assets (as this Agreement defined in the Guarantee and Collateral Agreement) (or to confirm in writing the absence of any Lien thereon) or any other property granted to or held by such Agent, as the case may be under any Loan Document may expressly provide)to the holder of any Permitted Lien; (C) to release any Restricted Subsidiary of the Parent Borrower from its Obligations under any Loan Documents to which it is a party (including its Subsidiary Guaranty) if such Person ceases to be a Restricted Subsidiary of the Parent Borrower or becomes an Excluded Subsidiary and (D) enter into any intercreditor agreement (including any Intercreditor Agreement and any Other Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.9. (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 Section 11.1. Upon request by the Administrative Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any of and the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosureauthority under this Section 10.9(c). (d) The Administrative No Agent shall have no any obligation whatsoever to any Lender Party or to any other Person the Lenders to assure that the Collateral exists or is owned by the Borrower, any other Loan Party Holdings or any other Subsidiary of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Administrative any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent Agents in this Section 10.9 or in any of the Loan Security Documents, it being understood and agreed by the Lenders that in respect of the Collateral, or any act, omission or event related thereto, the Administrative each Agent may act in any manner it may deem appropriate, in its sole discretion, given such Agent’s own interest in the Collateral as Lender and that the Administrative no Agent shall have no any duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from for its gross negligence or willful misconduct. (e) By their acceptance Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with Section 11.1 or Section 11.18 with the written consent of the benefits of Agent party thereto and the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itselfLoan Party party thereto. (f) The Collateral Agent may, and on behalf of any such Affiliatehereby does, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes appoint the Administrative Agent as its collateral agent, to take agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated with respect to the Administrative Agent by the terms of this Section 12.13Collateral as such Agents may from time to time agree., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. (a) Each Lender hereby authorizes The BANKS irrevocably authorize the Administrative AgentCOLLATERAL AGENT, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any direction of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretionADMINISTRATIVE AGENT, to release any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature on any property granted to or held by the Administrative Agent COLLATERAL AGENT under any LOAN DOCUMENT upon any Collateral (i) upon termination BORROWER’s full and final satisfaction of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide)OBLIGATIONS. Upon request by the Administrative Agent COLLATERAL AGENT at any time, the Lenders BANKS will confirm in writing the Administrative AgentCOLLATERAL AGENT’s authority to release any its interest in particular types or items of the Collateral property pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of Section 9.10. In each case as specified in this Agreement, and upon at least five (5) Business Days’ prior written request by the BorrowerSection 9.10, the Administrative Agent shall (COLLATERAL AGENT will, at BORROWER’s expense, execute and is hereby irrevocably authorized by the Lenders to) execute deliver to BORROWER such documents as BORROWER may be necessary reasonably request to evidence the release of such item of collateral from the Liens assignment and security interest granted under the LOAN DOCUMENTS in accordance with the terms of the LOANS DOCUMENTS and this Section 9.10. Notwithstanding anything to the Administrative Agent contrary in any LOAN DOCUMENT, the powers conferred on the COLLATERAL AGENT under the LOAN DOCUMENTS are solely to protect its interest (on behalf of the BANKS) in the collateral securing the LOANS and shall not impose any duty upon it to exercise any such powers. Except for the reasonable care of any such collateral in its benefit possession and the benefit of accounting for moneys actually received by it under the Lender Parties herein LOAN DOCUMENTS, the COLLATERAL AGENT shall have no duty as to any such collateral, or pursuant hereto upon the Collateral that was sold or transferred; providedresponsibility, however, that for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any investment property constituting collateral, whether or not the Administrative Agent COLLATERAL AGENT has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any such collateral. The COLLATERAL AGENT shall be deemed to have exercised reasonable care in the custody and preservation of any collateral in its possession if such collateral is accorded treatment substantially equal to that which it accords its own property. The COLLATERAL AGENT shall not be liable for interest on any money or assets received by it. Assets held in trust by the COLLATERAL AGENT need not be segregated from other assets except to the extent required by law. Before the COLLATERAL AGENT acts or refrains from acting, it may require a certificate of an appropriate officer of BORROWER at the expense of BORROWER. The COLLATERAL AGENT shall not be liable for any action it takes or omits to take in good faith in reliance on such officer’s certificate. The COLLATERAL AGENT shall not be liable for any action that it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers under the LOAN DOCUMENTS. The COLLATERAL AGENT shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the COLLATERAL AGENT, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the COLLATERAL AGENT shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to BORROWER, to examine the books, records and premises of BORROWER, personally or by agent or attorney and to consult with the officers and representatives of BORROWER, including BORROWER’s accountants and attorneys. The COLLATERAL AGENT shall be under no obligation to exercise any of the rights or powers vested in it by the LOAN DOCUMENTS at the request, order or direction of the BANKS unless such BANKS have offered to the COLLATERAL AGENT security or indemnity reasonably satisfactory to the COLLATERAL AGENT against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction. The COLLATERAL AGENT shall not be required to execute give any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability bond or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan Documents, it being understood and agreed that surety in respect of the Collateralperformance of its powers and duties under the LOAN DOCUMENTS. The COLLATERAL AGENT may from time to time, at its option, perform any act that BORROWER agrees hereunder or under any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, LOAN DOCUMENT to perform and that BORROWER shall fail to perform after being requested in writing so to perform (it being understood that no such request need be given after the Administrative Agent shall have no duty occurrence of an EVENT OF DEFAULT) and the COLLATERAL AGENT may from time to time take any other action that the COLLATERAL AGENT reasonably deems necessary for the maintenance, preservation or liability whatsoever to the Lenders, except to the extent determined by a court protection of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms collateral for the LOANS or of a Specified Derivatives Contract its security interest therein. The COLLATERAL AGENT is authorized to endorse, in the name of BORROWER, any item, howsoever received by the COLLATERAL AGENT, representing any payment on or restrict a Specified Derivatives Provider from taking other proceeds of any action permitted by a Specified Derivatives Contract. For of the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Providercollateral for the LOANS.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent(and by entering into a Bank Product Agreement, at its option and in its discretion, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien granted to or held by on any of the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Guaranteed Obligations; , or (ii) as expressly constituting property being sold or disposed of if Administrative Borrower or any Loan Party certifies to Agent that the sale or disposition is not prohibited by Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a value in the aggregate in any twelve (12) month period of less than $5,000,000, and to the extent Agent may release its Lien on any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders, or (v) if required or permitted by, but only in accordance with, under the terms of any of the applicable other Loan Document; Documents, including any intercreditor agreement, or (vi) constituting property leased to a Loan Party under a lease that has expired or is terminated, or (vii) subject to Section 14.1 and (iii) the Security Agreement, if the release is approved, authorized or ratified in writing by the Requisite Lenders (Required Lenders. In no event shall the consent or such greater number approval of Lenders as this Agreement an Issuing Lender to any release of Collateral be required. Nothing contained herein shall be construed to require the consent of any Bank Product Provider to any release of any Collateral or termination of security interests in any other Loan Document may expressly provide)Collateral. Upon request by the Administrative Agent or any Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing the Administrative Agent’s authority to release any such Liens on particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferredSection 15.11; provided, howeverthat, that (i1) the Administrative Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Guaranteed Obligations or any Liens (other than those expressly being released) upon (or obligations of the any Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, without limitation, the proceeds of such sale or transferany sale, all of which shall continue to constitute part of the Collateral. In The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the event holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (A) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code or other bankruptcy or insolvency laws, including under Section 363 of the Bankruptcy Code, (B) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or transfer other disposition thereof conducted under the provisions of Collateralthe Code or the PPSA, including pursuant to Sections 9-610 or 9-620 of the Code, or (C) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to any contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the CollateralCollateral and, if such claims cannot be estimated without unduly delaying the Administrative ability of Agent to credit bid, then such claims shall be authorized disregarded, not credit bid, and not entitled to deduct all any interest in the asset or assets purchased by means of such credit bid) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the expenses reasonably incurred by the Administrative Agent from the proceeds of any acquisition vehicle or vehicles that are used to consummate such sale, transfer or foreclosurepurchase). (dc) The Administrative Agent shall have no obligation whatsoever to any Lender Party of the Lenders (or to any other Person the Bank Product Providers) to assure that the Collateral exists or is owned by the Borrower, any other a Loan Party or any other Subsidiary or is cared for, protected protected, or insured or has been encumbered, or that the Agent’s Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission omission, or event related thereto, subject to the Administrative terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to the Lenders, except any Lender (or Bank Product Provider) as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubtforegoing, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity except as a Specified Derivatives Providerotherwise provided herein.

Collateral Matters. (a) Each Participating Lender hereby irrevocably authorizes the Administrative Agent, without the necessity of Collateral Agent and any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize the Administrative Agentpermitted sub-agent, at its option and in its sole discretion, to release any Lien granted to on any or held by the Administrative Agent upon any all Collateral (i) upon the termination of the Commitments and indefeasible the payment and satisfaction in full of all of the Guaranteed Obligations; (ii) as expressly constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Company certifies in writing to the Collateral Agent that the sale or disposition is permitted byunder this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, but only in accordance with, the terms of the applicable Loan Documentwithout further inquiry); and (iii) if approvedconstituting Property in which the Credit Parties owned no interest at the time the security interest was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties under a lease that has expired or is terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, authorized in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or ratified in writing by book value, whichever is less, of five million Dollars ($5,000,000) or less over the Requisite Lenders (or such greater number life of Lenders as this Agreement or any other Loan Document may expressly provide)the Loans. Upon request by the Administrative Collateral Agent or the Company at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Administrative Collateral Agent’s authority to release any such Liens on particular types or items of the Collateral pursuant to this Section. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to Section 12.07. Notwithstanding the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrowerforegoing, the Administrative Collateral Agent shall (is not and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document necessary to evidence the release of any Lien on terms whichthat, in the Administrative Collateral Agent’s opinion, would expose the Administrative Collateral Agent to liability or liability, create any obligation obligation, or entail any consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty and (ii) such warranty. No release of any Lien shall not in any manner discharge, affect affect, or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan PartyLien, including, without limitation, the Collateral Agent’s Lien upon the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of Collateral that is the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds subject of any such sale, transfer or foreclosurerelease. (db) The Administrative Collateral Agent shall have no obligation whatsoever to any Lender Secured Party or to any other Person (i) to assure that the Collateral exists or is owned by the Borrower, any other Loan applicable Credit Party or any other Subsidiary or is cared for, protected protected, or insured or has been encumbered, or (ii) to assure that the Liens granted to of the Administrative Collateral Agent herein or pursuant hereto any other Secured Party have been properly or sufficiently or lawfully created, perfected, protected protected, or enforced or are entitled to any particular priority, or (iii) to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Collateral Agent in this Section or in pursuant to any of the Loan Documents, it being . It is understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the Administrative terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral Agent’s own interest in the Collateral and in its capacity as one of the Secured Parties and that the Administrative Collateral Agent shall have no other duty or liability whatsoever to the Lenders, except any Secured Party as to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubtforegoing, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity except as a Specified Derivatives Providerotherwise provided herein.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent and the Canadian Agent, at its option and in its discretionas applicable, to release any Lien granted to or held by the Administrative Agent upon any Collateral Collateral: (i) upon the termination of the Domestic Commitments and indefeasible the Canadian Commitments, as applicable, and payment and satisfaction in full by the Domestic Borrowers of all Obligations and the Canadian Borrower of all Canadian Liabilities, as applicable and, if the Guaranteed ObligationsObligations have been accelerated and Liquidation has commenced, the Other Liabilities then due and payable (in any event other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the Issuing Banks) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the Issuing Banks); (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent or the Canadian Agent, as expressly permitted byapplicable, but only in accordance with, the terms of the applicable Loan DocumentNet Proceeds thereof to the extent required by this Agreement; and or (iii) if approvedupon request of the Lead Borrower, authorized constituting Real Estate being transferred from a Domestic Loan Party to another Domestic Loan Party but only to the extent that after such transfer, no Event of Default exists. Except as provided above, the Administrative Agent or ratified in writing by the Requisite Lenders (Canadian Agent, as applicable, will not release any of the Agent’s or such greater number Canadian Agent’s Liens without the prior written authorization of Lenders as this Agreement or any other Loan Document may expressly provide)the Applicable Lenders. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SectionSECTION 8.18. (b) The Lenders hereby authorize the Administrative Agent and the Canadian Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document or Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Indebtedness permitted hereunder. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to enter into such agreements, amendments or supplements. (c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five two (52) Business Days’ prior written request by the Lead Borrower or the Canadian Borrower, as applicable, the Administrative Agent or the Canadian Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon the any Collateral that was sold or transferreddescribed in SECTION 8.18(a); provided, however, that (i) neither the Administrative Agent nor the Canadian Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s its reasonable opinion, would would, under Applicable Law, expose the Administrative Agent or the Canadian Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations Obligations, the Other Liabilities, the Canadian Liabilities, or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including, including (without limitation, ) the proceeds of such sale or transferany 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.