Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting 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, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07; provided, however, that (A) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agent, at its option and in its sole discretionFacility Agent, to release any Lien on any Collateral (i) upon the termination of the Commitments and Commitments, the payment and satisfaction in full by Borrower of all non- contingent Obligations, and the satisfaction of all obligations of the Lender Group under outstanding Letters of Credit pursuant to Section 2.2(e) and upon such termination and payment Facility Agent shall deliver to Borrower, at Borrower's sole cost and expense, all UCC termination statements and any other documents necessary to terminate the Loan Documents and release the Liens with respect to the Collateral; (ii) constituting property being sold which is the subject of an Asset Sale permitted by Section 7.4 or disposed is a disposition of if a release is required or desirable in connection therewith an asset which does not constitute an Asset Sale and if the Borrower Representative so certifies in writing such facts to the Collateral Facility Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Facility Agent may rely conclusively on any such 106 Foothill/Agent Greyhound F6384-0813 113 certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrower owned no interest at the time the security interest Lien was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties Borrower under a lease that has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment whicha parcel of non-Core Real Property Collateral, with a book value of less than $250,000, if such parcel is located in an SFHA, upon the exercise of the Facility Agent's discretion, or at the request of any Lender to comply with applicable regulatory requirements; or (vi) upon the exercise of the Facility Agent's discretion, but the aggregate with book value of all other dispositions of Equipment covered by such Collateral released under this clause (v)) shall not exceed $5,000,000. Except as provided above, has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over Facility Agent will not release any Lien on any Collateral without the life prior written authorization of the loanLenders. Upon request by the Collateral Facility Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Facility Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0717.11; provided, however, that (Ay) the Collateral Facility Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Facility Agent’s 's opinion, would expose the Collateral Facility Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (Bz) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (upon, or obligations of the Credit Parties Borrower in respect of) , all interests retained by the Credit PartiesBorrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Facility Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or Borrower, is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens of the Facility Agent (for the benefit of the Lender Group) have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Facility Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Facility Agent may act in any manner it may deem appropriatecommercially reasonable, in its sole discretion given the Collateral Facility Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Facility Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein. (c) Facility Agent shall exercise all rights and remedies afforded the Lender Group hereunder with respect to the Collateral, with the advice and assistance of the Facility Co-Agent and the Lenders. Facility Agent may in its own name or through the formation of one or more business entities ("Nominee"), own or manage any Collateral acquired as a result of "bidding in" at a foreclosure sale or similar disposition or obtained through a deed in lieu or the like ("Post-Foreclosure Property"). Facility Agent shall manage any such Nominee, and manage and dispose of any such Post-Foreclosure Property with a view towards the realization of the economic benefits of the ownership of the same, 107 Foothill/Agent Greyhound F6384-0813 114 and in such regard the Facility Agent or such Nominee may operate, repair, manage, maintain, develop, and dispose of any such Post-Foreclosure Collateral as the Agents determine is appropriate under the circumstances. Facility Agent, and any such Nominee, with respect to the conduct of such liquidation and management of such Post-Foreclosure Collateral shall have all of the rights, powers, privileges, discretions, and immunities granted to the Facility Agent hereunder. Facility Co-Agent and each Lender shall execute all such instruments and documents as the Facility Agent or such Nominee may request with respect to the creation and governance of any Nominee, the exercise of the Lender Group's rights and remedies, and the disposition of any Post-Foreclosure Collateral.

Collateral Matters. (a) The Participating Each Lender authorizes and directs Agent to enter into the Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders hereby irrevocably authorize in accordance with the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination provisions of the Commitments and payment and satisfaction in full of all Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (Documents, and the Collateral 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 may rely conclusively is hereby authorized on any such certificatebehalf of all Lenders, without the necessity of any notice to or further inquiry); (iii) constituting Property in consent from any Lender to take any action with respect to any Collateral or Loan Documents which the Credit Parties owned no interest at the time may be necessary to perfect and maintain perfected 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, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request by and Liens upon the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral granted pursuant to this Agreement and the Loan Documents. (b) Agent will not, without the 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's security interest in any Collateral except for releases relating to dispositions of Collateral (x) permitted by this Agreement (or permitted pursuant to a consent or amendment to this Agreement entered into in accordance with the provisions of Section 12.0716.5) or (y) in connection with the payment in full of all of the Obligations and the termination of all obligations of Agent and Lenders under this Agreement and the Loan Documents; provided, howeverthat, that in addition to the foregoing, with the consent of Required Lenders, Agent may release its Liens on Collateral having a book value not greater than ten percent (A10%) of the 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 document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens and execution or filing of termination statements and releases and mortgage satisfactions without recourse, representation, recourse or warranty and (B) such release shall not in warranty. In the event of any manner discharge, affect, sale or impair the Obligations or transfer of any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) Collateral, Agent shall be authorized to deduct all interests retained of the expenses reasonably incurred by the Credit Parties, including, Agent from the proceeds of any sale, all of which shall continue to constitute part of the Collateralsuch sale or transfer. (bc) The Lenders hereby agree that Agent may release the Lien granted to Agent in any property sold or disposed of in accordance with the provisions of the Agreement; 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. (d) To the extent, pursuant to the provisions of this Section 14.10, Agent's execution of a release is required (i) to release its Lien upon any permitted sale and transfer of Collateral or (ii) to release Liens on all Collateral in connection with the payment in full of all of the Obligations and the termination of the Revolving Commitment hereunder, Agent shall (and is hereby irrevocably authorized by Lenders to) promptly 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 Lenders or to any other Participating Lenders Person to assure that the Collateral exists or is owned by the applicable Borrower or any Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Liens granted to 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, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to in this Article 14 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, subject to the 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 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to Lenders, except for its gross negligence or willful misconduct. (f) 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 Obligations as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender as to in accordance with their respective Pro Rata Shares. No Lender shall exercise any right of set off or banker's lien without the foregoing, except as otherwise provided hereinprior written consent of Agent.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Loan Parties and their Subsidiaries of all of the Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing Borrowers certify to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents Section 6.5 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Loan Party or any of its Subsidiaries owned no any interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , (iv) constituting property leased or licensed to the Credit Parties a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement; or , (v) constituting Equipment whichas required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Section 8, or (vi) in connection with a credit bid or purchase authorized under this Section 15.11. Except as provided in the preceding sentence, the Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that the Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Agent may rely conclusively on one or more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). In addition, the Lenders irrevocably authorize the Agent, at its option and in its discretion, upon request of the Borrowers, to release any Lien on any Equipment granted to or held by the Agent under any Loan Document; provided that (i) no Default or Event of Default has occurred and is continuing and (ii) such Equipment is not included in the calculation of the Borrowing Base at the time of the requested release and the Borrowers have delivered a Borrowing Base Certificate demonstrating compliance with the Borrowing Base at such time. 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 the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other dispositions disposition thereof conducted under the provisions of Equipment covered the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by this clause Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (vi) 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 contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) 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 Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), has a fair market value or book valueand (ii) Agent, whichever is less, of three million Dollars ($3,000,000) or less over based upon the life instruction of the loanRequired Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application set forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. 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 Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative AgentLenders will (and if so requested, the Revolving Agent and the Lenders will Bank Product Providers will) confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.11; provided, however, that (A1) anything to the Collateral contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would could expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) any and all interests retained by the Credit Partiesany Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and (b) to the extent Agent has the authority under this Section 15.11 to release its Lien on such property. Notwithstanding the provisions of this Section 15.11, the Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by the applicable Borrower a Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties Parent, Borrower, or Borrower’s Subsidiaries owned no interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties Parent, Borrower, or Borrower’s 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 Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the and direct Agent to release Liens upon any Collateral Agent (and any permitted sub-agentsuch Liens shall be automatically released), at its option and in its sole discretionwithout further action by Agent or any other Person, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsTermination Date; (ii) constituting in respect of property of any Subsidiary being sold or disposed of or transferred (including property owned by any Subsidiary being sold or disposed of or transferred) if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition Dispositiondisposition or transfer is permitted under made in compliance with this Agreement or and the other Loan Documents (or otherwise is not prohibited) (and the Collateral Agent may may, in its discretion, request, and rely conclusively on any such certificate, without further inquiryinquiry on, a certificate from the Borrower certifying as such prior to Agent taking any action to evidence such release) or such sale or Dispositiondisposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) constituting to the extent the applicable Collateral is or becomes Excluded Property in which the Credit Parties owned no interest at the time the security interest was granted or at any time thereafterand/or Excluded Principal Property; (iv) constituting to the extent the applicable Collateral constitutes property leased to the Credit Parties under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in to the aggregate with all other dispositions 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 Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanany Intercreditor Agreement. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders ▇▇▇▇▇▇▇ will confirm in writing the Collateral Agent’s authority to release any such Liens on Lien upon particular types or items of Collateral pursuant to this Section 12.0710.11. 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. (b) Promptly, and in any event not later than five (5) Business Days’ following written request by ▇▇▇▇▇▇▇▇, Agent shall (and is hereby irrevocably authorized and directed by ▇▇▇▇▇▇▇ to) execute such documents as may be necessary to evidence the release (or subordination) of its Liens upon Collateral as contemplated by Section 10.11(a); provided, however, that (Ai) the Collateral Agent shall be fully protected in relying on such certification by Borrower (and shall not be required responsible for or have a duty to ascertain or inquire into any representation or warranty contained therein) and any execution and delivery of such requested documentation shall be without recourse or warranty to Agent (other than Agent’s authority to execute any document necessary to evidence and deliver such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty documents) and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations hereunder or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the extent contemplated by the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating i. Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral or other property of any Loan Party on which Agent has a Lien (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 7.4 or Section 7.5 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Loan Party owned no any interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , (iv) constituting property leased to the Credit Parties a Loan Party under a lease that has expired or is terminated in a transaction permitted under this Agreement; Agreement or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), on which Agent has a fair market value recorded Lien but which does not constitute Collateral. 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 book value, whichever is less, of three million Dollars ($3,000,000) or less over the life substantially all of the loanCollateral, all of Lenders, or (z) otherwise, the Required Lenders. Upon request by the Collateral Agent or the Administrative Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0716.15; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral ii. Agent shall have no obligation whatsoever to any other Participating of Lenders to assure that the Collateral exists or is owned by the applicable Borrower Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 a Lender and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders Credit Providers hereby irrevocably authorize the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, the Security Trustee to release (i) any Lien on Agent’s Liens upon any Collateral (iA) upon the (1) termination of the Commitments Commitments, (2) termination or collateralization as provided in Section 2.03(g) of all outstanding Letters of Credit (whether or not any of such obligations are due), and (3) the Obligated Parties’ payment and satisfaction in full of all Obligations; Loans and other Obligations due and payable under the Loan Documents (iiother than indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied), (B) constituting property being sold sold, transferred or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing Obligated Parties certify to the Collateral Agent that the sale sale, transfer or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 6.04 (and the Collateral Agent may rely conclusively on any such certificatecertification, without further inquiry); , (iiiC) constituting Property property being pledged or deposited if the Obligated Parties certify to the Agent that the pledge or deposit is made in compliance with Section 6.02 (and the Agent may rely conclusively on any such certification, without further inquiry), or (D) constituting property in which the Credit Obligated Parties owned no interest at the time the security interest Lien was granted or at any time thereafter; , and (ivii) constituting property leased any Guarantor in the event such Guarantor shall cease to be a Subsidiary upon the Credit Parties under a lease that has expired or is terminated in consummation of a transaction permitted under this Agreementhereunder (which release shall include all security interests in the Collateral of such Guarantor). Except as provided above, the Agent and Security Trustee will not release any of the Agent’s Liens without the prior written authorization of all the Lenders; provided, that (x) the Agent or (v) constituting Equipment whichthe Security Trustee may, in its discretion, release the 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 and (y) the Agent or the Security Trustee may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate in excess of $2,500,000 and not in excess of $50,000,000 during each fiscal year with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life prior written authorization of the loanRequired Lenders. Upon request by the Collateral Agent Agent, the Security Trustee or the Borrower Representative Obligated Parties at any time, the Administrative Agent, the Revolving Agent and the Lenders Credit Providers will confirm in writing the Collateral Agent’s or the Security Trustee’s authority to release any such Guarantor and any of the Agent’s Liens on upon particular types or items of Collateral in accordance with the terms of this Section 8.10. (b) Upon receipt by the Agent or the Security Trustee of any authorization required pursuant to this Section 12.078.10(a) from the Lenders or the Majority Lenders, as applicable, of the Agent’s or the Security Trustee’s authority to release any Agent’s Liens upon particular types or items of Collateral and/or the release of any Guarantor, as applicable, and upon at least five Business Days prior written request by an Obligated Party, the Agent and the Security Trustee shall (and are hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, provided that (Ai) the Collateral Agent and the Security Trustee shall not be required to execute any such document necessary to evidence such release on containing terms that, in the Collateral Agent’s or the Security Trustee’s opinion, would expose the Collateral Agent or the Security Trustee to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, or impair the Obligations under the Loan Documents or any Liens (other than those expressly being released) upon (or obligations of the Credit Obligated Parties in respect of) all interests retained by the Credit Obligated Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent and the Security Trustee shall have no obligation whatsoever to any other Participating Lenders of the Credit Providers to assure that the Collateral exists or is owned by the applicable Borrower Obligated Parties or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent and the Security Trustee 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 terms Agent and conditions contained herein, the Collateral Agent Security Trustee may act in any manner it they may deem appropriate, in its their sole discretion discretion, given the Collateral Agent’s and the Security Trustee’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent and the Security Trustee shall have no other duty or liability whatsoever to any other Lender Credit Provider as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsObligations owed to the Lenders (other than those contingent Obligations for reimbursement and indemnity that expressly survive the termination of this Agreement); (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrowers owned no interest at the time the security interest was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties Borrowers under a lease that has expired or is terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three five million Dollars ($3,000,0005,000,000) or less over in any single fiscal year; or (vi) any other release consented by the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07SECTION 13.11; provided, however, that (A) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers in any asset(s) transferred, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Neither the Administrative Agent not the Collateral Agent shall have no any obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower Credit Party or is cared for, protected, or insured or has been encumbered, or that all or any portion of the Lenders’ Liens securing the Obligations have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Administrative Agent and the Collateral Agent each may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s its own interest in the Collateral in its capacity as one of the Lenders and that neither the Administrative Agent nor the Collateral Agent shall have no any other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, to release (or subordinate) any Lien on Liens upon any Collateral or any Guaranty of the Obligations, (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsTermination Date; (ii) constituting property being sold or disposed of (including property owned by any Subsidiary being sold or disposed of) and any Guaranty of an entity being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition Disposition is permitted under made in compliance with this Agreement or and the other Loan Documents (or otherwise is not prohibited) (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry) or such sale or Disposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) constituting Property property in which the Credit Parties owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on Lien upon particular types or items of Collateral pursuant to this Section 12.0710.11. In addition, the Lenders hereby authorize Agent, to subordinate or release any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to Section 7.7(g). 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 (including any member of the Nexus Unrestricted Group) will automatically be terminated and released at the time of such designation. (b) Upon receipt by Agent of any authorization required pursuant to Section 10.11(a) from Lenders of Agent’s authority to release (or subordinate) any Liens upon particular types or items of Collateral, and upon at least five (5) Business Days’ prior written request by Borrower Representative, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of its Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s ’ opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. 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 disagreement or dispute between Agent and Co-Collateral Agent in any such matter, the determination or decision of Agent shall, in all cases, control. (bc) The Collateral Agent shall have no obligation whatsoever Each Lender hereby acknowledges and agrees to any other Participating Lenders to assure the terms of the collateral allocation mechanism side letter that the Collateral exists or is owned has been executed by the applicable Borrower or is cared forLenders on the Closing Date, protectedwhich shall be binding upon each Lender, or insured or has been encumbered, or including any Person that becomes a Lender after the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available Closing Date pursuant to the Collateral Agent pursuant provisions of Section 2.16, Section 11.01 or otherwise and such Lender shall be deemed to any of the Loan Documents, it being understood be a party and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 such collateral allocation mechanism side letter that has been executed by the Lenders and that on the Collateral Agent shall have no other duty Closing Date as if an original signatory thereto, whether or liability whatsoever not it actually executes it or becomes a party to any other Lender as to any of the foregoing, except as otherwise provided hereinit.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, , (i) to release any Lien on any Collateral (ix) upon the termination of the Commitments and payment and satisfaction in full in cash of all ObligationsObligations (other than contingent indemnification obligations), (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any Asset Sale permitted under the Credit Documents, or (z) subject to Section 12.4, if authorized in writing by the Required Lenders; and (ii) constituting property being sold or disposed of if a to release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted any Credit Party from its Obligations under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting 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 Documents if such Person ceases to the be a Credit Parties under Party as a lease that has expired or is terminated in result of a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanCredit Documents. Upon request by the Collateral Administrative Agent or the Borrower Representative Collateral Agent at any time, the Administrative Agent, the Revolving Agent and the Required Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on or subordinate its interest in particular types or items of Collateral Collateral, or to release any Credit Party from its Obligations pursuant to this Section 12.07; provided, however, that Section. (Ab) the Collateral The Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any document necessary to evidence such release on terms thatrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representationthereon, or warranty and (B) such release any certificate prepared by any Credit Party in connection therewith, nor shall not in the Agent be responsible or liable to the Lenders for any manner discharge, affect, failure to monitor or impair the Obligations or maintain any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part portion of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or Anything contained in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rightsCredit Documents to the contrary notwithstanding, authorities each of the Credit Parties, the Administrative Agent and powers granted or available to the Collateral Agent pursuant hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Loan DocumentsCollateral or to enforce this Agreement or any other Credit Document, it being understood and agreed that in respect all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Agent, on behalf of the Collateral, or any act, omission or event related thereto, subject to holders of the Obligations in accordance with the terms hereof and conditions contained hereinthereof, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may act in be the purchaser of any manner it may deem appropriate, in its sole discretion given or all of such Collateral at any such sale or other disposition and the Collateral Agent’s own interest , as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral in its capacity as one sold at any such public sale, to use and apply any of the Lenders and that Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent shall have no at such sale or other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided hereindisposition.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrower owned no interest at the time the security interest was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement; , or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v)Equipment, has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) 500,000 or less over less. Except as provided above or expressly provided in any other Loan Document, Agent will not execute and deliver a release of any Lien on any Collateral without the life prior written authorization of all of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0712.11; provided, however, that (A1) the Collateral Agent -------- ------- shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders member of the Lender Group to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other member of the Lender Group as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Collateral Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments Commitments, and payment and satisfaction in full of all ObligationsLoans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge); (ii) constituting property being sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if the Borrower Representative certifies in writing with any disposition permitted hereunder (other than a disposition to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other another Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiryParty); (iii) constituting Property property in which the Credit Loan Parties owned no interest at the time the security interest Lien was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this AgreementAgreement or is about to expire and which has not been, and is not intended by the Loan Parties to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vvi) constituting Equipment whichif approved, authorized or ratified in writing by the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life portion of the loanLenders required by Section 11.2. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0710.10; providedprovided that, however, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10. (Ac) The Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in responsible for the Collateral Agent’s opinion, would expose the Collateral Agent to liability negligence or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds misconduct of any sale, all of which shall continue to constitute part of the Collateralagents or attorneys in fact selected by it with reasonable care. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property Excluded Collateral or property in which the Credit Parties Borrower or its Subsidiaries owned no interest at the time the security interest Agent's Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties Borrower or its 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 Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0716.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties neither Parent nor any of its Subsidiaries owned no any interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties Parent or any of its 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 Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Administrative Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0716.11; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Parent or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and Commitments, the payment and satisfaction in full by Borrower of all non-contingent Obligations, and the satisfaction of all obligations of the Lender Group under outstanding Letters of Credit pursuant to Section 2.2(e) and upon such termination and payment Agent shall deliver to Borrower, at Borrower's sole cost and expense, all UCC termination statements and any other documents necessary to terminate the Loan Documents and release the Liens with respect to the Collateral; (ii) constituting property being sold which is the subject of an Asset Sale permitted by Section 7.4 or disposed is a disposition of if a release is required or desirable in connection therewith an asset which does not constitute an Asset Sale and if the Borrower Representative so certifies in writing such facts to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrower owned no interest at the time the security interest Lien was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties Borrower under a lease that has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment whicha parcel of non-Core Real Property Collateral, with a book value of less than $250,000, if such parcel is located in an SFHA, upon the exercise of the Agent's discretion, or at the request of any Lender to comply with applicable regulatory requirements; or (vi) upon the exercise of the Agent's discretion, but the aggregate with book value of all other dispositions of Equipment covered by such Collateral released under this clause (v)vi) shall not exceed $5,000,000. Except as provided above, has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over Agent will not release any Lien on any Collateral without the life prior written authorization of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0717.11; provided, however, that (Ay) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (Bz) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (upon, or obligations of the Credit Parties Borrower in respect of) , all interests retained by the Credit PartiesBorrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or Borrower, is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens of the Agent (for the benefit of the Lender Group) have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriatecommercially reasonable, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein. (c) Agent shall exercise all rights and remedies afforded the Lender Group hereunder with respect to the Collateral, with the advice and assistance of the Lenders. Agent may in its own name or through the formation of one or more business entities ("Nominee"), own or manage any Collateral acquired as a result of "bidding in" at a foreclosure sale or similar disposition or obtained through a deed in lieu or the like ("Post-Foreclosure Property"). Agent shall manage any such Nominee, and manage and dispose of any such Post-Foreclosure Property with a view towards the realization of the economic benefits of the ownership of the same, and in such regard the Agent or such Nominee may operate, repair, manage, maintain, develop, and dispose of any such Post-Foreclosure Collateral as the Agent determines is appropriate under the circumstances. Agent, and any such Nominee, with respect to the conduct of such liquidation and management of such Post-Foreclosure Collateral shall have all of the rights, powers, privileges, discretions, and immunities granted to the Agent hereunder. Each Lender shall execute all such instruments and documents as the Agent or such Nominee may request with respect to the creation and governance of any Nominee, the exercise of the Lender Group's rights and remedies, and the disposition of any Post-Foreclosure Collateral.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release (and upon Borrower's request, Agent shall so release) any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and this Agreement and payment and satisfaction in full by Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 9.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties a Loan Party owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichprovided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over 5,000,000 during any one year period without the life prior written authorization of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.0714.12. (b) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties any Loan Party in respect of) all interests retained by the Credit Partiesany Loan Party, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower any Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers 121 granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties Borrower owned no interest at the time the security interest was granted or at any time thereafter; , or (iv) constituting property leased to the Credit Parties 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 Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0716.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) Each Lender and each Issuing Bank authorizes and directs the Agent to enter into the Collateral Documents for the benefit of such Person. Each Lender and each Issuing Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in SECTION 11.10, any action taken by the Majority Lenders or the Super Majority Lenders, as the case may be, in accordance with the provisions of this Credit Agreement or the Collateral Documents, and the exercise by the Majority Lenders or Super Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and all the Issuing Banks. The Participating Agent is hereby authorized on behalf of all of the Lenders and all the Issuing Banks, without the necessity of any notice to or further consent from any Lender or any Issuing Bank from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and each Issuing Bank hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release or subordinate, as applicable, any Lien on granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations; of the Obligations at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and upon receipt of the proceeds of such sale by the Agent, if the Borrower Representative Funds Administrator certifies in writing to the Collateral Agent that the such sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with SECTION 8.5 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property in which the Credit Parties owned no interest at the time the security interest was granted that is subject to a Purchase Money Lien permitted under SECTION 8.4(C) or at any time thereafter; (iv) constituting property leased to the Credit Parties under a lease that has expired if approved, authorized or is terminated ratified in a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request writing by the Collateral Agent Majority Lenders, unless such release or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07; provided, however, that (A) the Collateral Agent shall not be subordination is required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) be approved by all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever pursuant to any other Lender as to any of the foregoing, except as otherwise provided hereinSECTION 11.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, (i) to release any Lien on Agent’s Liens upon any Collateral (iA) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (excluding Obligations relating to Bank Products); (iiB) constituting property being sold or disposed of, or property that is the subject of if a release is required Real Estate Financing Transaction or desirable in connection therewith and an Equipment Financing Transaction, if the applicable Borrower Representative certifies in writing to the Collateral Agent that the sale sale, Disposition, Real Estate Financing Transaction or disposition Equipment Financing Transaction is permitted under this Agreement made in compliance with Section 7.15(c)(vii), 7.15(c)(viii) or 7.17, as the other Loan Documents case may be (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iiiC) constituting Property property in which the Credit Parties no Loan Party owned no any interest at the time the security interest Lien was granted or at any time thereafter; or (ivD) constituting property leased to the Credit Parties a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; (ii) to release any Guarantor or Limited Guarantor from the Subsidiary Guaranty and any Collateral Document to which it is a party upon the merger, sale or other disposition of all the Equity Interests in such Guarantor or Limited Guarantor to any Person (vother than an Affiliate of a Borrower) constituting Equipment whichpermitted by this Agreement or to which the Majority Lenders have otherwise consented, for which a Loan Party desires to obtain a release of such Guarantor from the Administrative Agent; and (iii) to release any Agent’s Liens upon any Trademark Subfacility Collateral after the Trademark Subfacility Payoff Date. Except as provided above, the Agent will not release any of the Agent’s Liens or any Guarantees without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate with all not in excess of $5,000,000 during each Fiscal Year without the prior written authorization of the Lenders and, other dispositions of Equipment covered by this clause (vthan as provided under Section 11.1(a)(vii), has a fair market value or book value, whichever is less, the Agent may release any Guarantors and the Agent’s Liens on any Collateral with the prior written authorization of three million Dollars ($3,000,000) or less over the life of the loanMajority Lenders. Upon request by the Collateral Agent or the Borrower Representative LS&Co at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Agent’s Liens on or Guarantees upon particular types or items of Collateral pursuant to this Section 12.0712.11. (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, or Guarantees, as the case may be, and upon at least five (5) Business Days prior written request by LS&Co, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral, or Guarantees, as the case may be; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens or Guarantees without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Partiesany Loan Party, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Borrowers or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Agent is 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 Loan 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 irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations; (ii) constituting property being sold of the Obligations at any time arising under or disposed in respect of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and or the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property in which the Credit Parties owned no interest at the time the security interest was granted transactions contemplated hereby 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 Agreementthereby; or (vii) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered as required or permitted by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanSection 4.2. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07or any other applicable provision of any of the other Loan Documents. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least 5 Business Days' prior written request by the Borrower, the 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 Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty warranty; and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower or any Loan Party in respect of) all interests retained by the Credit PartiesBorrower or any Subsidiary, including, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (bd) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Participating Lenders Person to assure that the Collateral exists or is owned by the applicable Borrower or any Subsidiary or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Liens granted to the 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, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to 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, subject to the 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 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoingLenders, except as otherwise provided hereinto the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Agent's gross negligence or willful misconduct.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretionPermitted Discretion, to release any Lien Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments and Commitments, payment and satisfaction in full in cash of all Obligations (other than Unliquidated Secured Obligations; ), and the cash collateralization of all Unliquidated Secured Obligations in a manner satisfactory to each affected Lender (in its Permitted Discretion), (ii) constituting property Property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative Loan Party disposing of such Property certifies in writing to the Collateral Agent that the sale or disposition is permitted under made in compliance with the terms of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property in which the Credit Parties owned no interest at the time the security interest was granted or Loan Party has at any time thereafter; during the term of this Agreement owned any interest, (iv) constituting property leased to the Credit Parties a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or , (v) constituting Equipment whichowned by or leased to any Loan Party which is subject to a purchase money security interest or which is the subject of a Capitalized Lease, in the aggregate with all other dispositions of Equipment covered either case, entered into by this clause (vsuch Loan Party pursuant to Section 6.17(c), has a fair market value (vi) as required to effect any sale or book value, whichever is less, other disposition of three million Dollars ($3,000,000) or less over the life such Collateral in connection with any exercise of remedies of the loanAgent and the Lenders pursuant to Section 8.1, or (vii) of any Unrestricted Subsidiary upon the designation of any subsidiary as an Unrestricted Subsidiary by the Borrower in accordance with the terms of this Agreement. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will promptly confirm in writing the Collateral Agent’s authority to release any such Liens on upon particular types or items of Collateral pursuant to this Section 12.0710.15. Except as provided in the preceding sentence, the Agent will not release any Liens on any Substantial Portion of the Collateral without the prior written authorization of the Required Lenders. (b) Upon receipt by the Agent of any authorization required pursuant to Section 10.15(a) from the Required Lenders of the Agent’s authority to release any Liens upon particular types or items of Collateral, and upon at least 2 Business Days prior written request by the Loan Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to), as soon thereafter as practicable, execute such documents as may be necessary to evidence the release of its Liens upon such Collateral; providedprovided that, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s opinionopinion (in its Permitted Discretion), would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty and (Bii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Loan Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens granted to the Agent therein have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents; provided that, it being understood and agreed that in respect no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent. (d) Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions. (e) Each Lender hereby agrees as follows: (a) such Lender is deemed to have requested that the Agent furnish such Lender, promptly after it becomes available, a copy of each Report prepared by or on behalf of the Agent; (b) such Lender expressly agrees and acknowledges that neither Chase nor the Agent (i) makes any representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein, or (ii) shall be liable for any information contained in any Report; (c) such Lender expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent, Chase, or any actother party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, omission or event related thereto, subject to the terms and conditions contained herein, the 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 well as on representations of the Lenders Loan Parties’ personnel and that Chase undertakes no obligation to update, correct or supplement the Collateral Agent shall have no other duty or liability whatsoever Reports; (d) such Lender agrees to keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party and not to distribute any Report to any other Lender as to any of the foregoing, Person except as otherwise provided hereinpermitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, such Lender agrees (i) that neither Chase nor the Agent shall be liable to such Lender or any other Person receiving a copy of the Report for any inaccuracy or omission contained in or relating to a Report, (ii) to conduct its own due diligence investigation and make credit decisions with respect to the Loan Parties based on such documents as such Lender deems appropriate without any reliance on the Reports or on the Agent or Chase, (iii) to hold the Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Loan Parties, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, any Obligations and (iv) to pay and protect, and indemnify, defend, and hold the Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by the Agent and any such other Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentLenders' Agent, at its option and in its sole discretion, to release any Lenders' Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Loans and all other Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative Borrowers' Agent certifies in writing to the Collateral Lenders' Agent that the sale or disposition is permitted under made in compliance with the terms of this Agreement or the other Loan Documents (and the Collateral Lenders' Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrowers owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties a Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Lenders' Agent shall not release any of the Lenders' Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichPROVIDED that the Lenders' Agent may, in its discretion, release the Lenders' Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars one hundred thousand dollars ($3,000,000100,000) or less over during any one year period without the life prior written authorization of the loanLenders. Upon request by the Collateral Lenders' Agent or the Borrower Representative Borrowers' Agent at any time, the Administrative Agent, the Revolving Agent and the Lenders will shall confirm in writing the Collateral Lenders' Agent’s 's authority to release any such Lenders' Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.07SECTION 16.11. (b) Upon receipt by the Lenders' Agent of any authorization required pursuant to clause (a) above from the Lenders of the Lenders' Agent's authority to release any Lenders' Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers' Agent, the Lenders' Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Lenders' Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (Ai) the Collateral Lenders' Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Lenders' Agent’s 's opinion, would expose the Collateral Lenders' Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties any Borrower in respect of) all interests retained by the Credit Partiesany Borrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Lenders' Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable any Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ ' Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Lenders' Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Lenders' Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Lenders' Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Lenders' Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property (other than Inventory) being sold or disposed of or used as collateral in connection with a borrowing if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale sale, disposition or disposition borrowing is permitted under this Agreement made in compliance with SECTION 9.9, 9.13 or the other Loan Documents 9.20, as appropriate (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties a Loan Party owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichPROVIDED that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over 10,000,000 without the life prior written authorization of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.07SECTION 14.12. (b) Upon receipt by the Agent of any authorization required pursuant to SECTION 14.12(A) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Partiesany Loan Party, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower any Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole 105 discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, to release (or subordinate) any Lien on Liens upon any Collateral or any Guaranty of the Obligations, (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsTermination Date; (ii) constituting property being sold or disposed of (including property owned by any Subsidiary being sold or disposed of) and any Guaranty of an entity being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition Disposition is permitted under made in compliance with this Agreement or and the other Loan Documents (or otherwise is not prohibited) (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry) or such sale or Disposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) constituting Property property in which the Credit Parties owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on Lien upon particular types or items of Collateral pursuant to this Section 12.0710.11. In addition, the Lenders hereby authorize Agent, to subordinate or release any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to Section 7.7(g). (b) Upon receipt by Agent of any authorization required pursuant to Section 10.11(a) from Lenders of Agent’s authority to release (or subordinate) any Liens upon particular types or items of Collateral, and upon at least five (5) Business Days’ prior written request by Borrower Representative, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of its Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s ’ opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. 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 disagreement or dispute between Agent and Co-Collateral Agent in any such matter, the determination or decision of Agent shall, in all cases, control. (bc) The Collateral Agent shall have no obligation whatsoever Each Lender hereby acknowledges and agrees to any other Participating Lenders to assure the terms of the collateral allocation mechanism side letter that the Collateral exists or is owned has been executed by the applicable Borrower or is cared forLenders on the Closing Date, protectedwhich shall be binding upon each Lender, or insured or has been encumbered, or including any Person that becomes a Lender after the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available date hereof pursuant to the Collateral Agent pursuant provisions of Section 2.16, Section 11.01 or otherwise and such Lender shall be deemed to any of the Loan Documents, it being understood be a party and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 such collateral allocation mechanism side letter that has been executed by the Lenders and that on the Collateral Agent shall have no other duty Closing Date as if an original signatory thereto, whether or liability whatsoever not it actually executes it or becomes a party to any other Lender as to any of the foregoing, except as otherwise provided hereinit.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on Agent's Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination or collateralization as provided in Section 1.4(g) of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative Obligated Party disposing of such property certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 7.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties no Obligated Party owned no any interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties an Obligated Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichprovided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this $1,500,000 during each Fiscal Year without the prior written authorization of the Lenders and, subject to clause (vvii) of Section 11.1(b), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life Agent may release the Agent's Liens on any other Collateral with the prior written authorization of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative Obligated Parties at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.0712.11. (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders or the Majority Lenders, as applicable, of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Obligated Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Obligated Parties in respect of) all interests retained by the Credit Obligated Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Obligated Parties or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein. (d) Each of the Lenders authorizes the Agent to execute and deliver the Dreyfus Letter Agreement.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Borrower, no Guarantor and none of their respective Subsidiaries owned no any interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties a Borrower, a Guarantor or one of their respective 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 Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Administrative Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties any Borrower or any Guarantor in respect of) all interests retained by the Credit Partiesapplicable Borrower or Guarantor, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower any Borrower, any Guarantor or any of their respective Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Subject to the limitations in Section 12.8 hereof, Agent may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Revolving Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Agent Advances”) which Agent, in its sole discretion, deems necessary or desirable either (i) to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers of the Loans and other Obligations, or (iii) to pay any other amount chargeable to Borrowers or Obligors pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to Issuing Bank of Letter of Credit Accommodations; provided, that notwithstanding any provision to the contrary, Agent may make any such Special Agent Advances so long as: (a) the total principal amount of such Special Agent Advances together with the principal amount of the additional Revolving Loans and additional Letter of Credit Accommodations made pursuant to Section 12.11 hereof, shall not exceed the least of (i) $5,000,000, (ii) the sum of (x) the amount which, when added to all other Special Agent Advances, Revolving Loans and Letter of Credit Accommodations, would not cause the principal amount of all outstanding Special Agent Advances, Revolving Loans and Letter of Credit Accommodations to exceed the Borrowing Base and (y) if applicable, an amount equal to any reduction, made with the consent of all Lenders, of the Excess Availability required by Section 9.17 hereof, and (iii) the amount which would not cause the total principal amount of all Revolving Loans, Letter of Credit Accommodations and Special Agent Advances to exceed the Maximum Credit. Special Agent Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances shall not constitute Revolving Loans but shall otherwise constitute Obligations hereunder. Agent shall notify Lenders and Borrowers in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Without limitation of its obligations pursuant to Section 6.10 hereof, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, then such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Loans. (b) Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, discretion to release any Lien on any Collateral security interest in, mortgage or lien upon (i) any of the Collateral upon the termination of all of the Commitments of all Lenders and payment and satisfaction in full of all Obligations; of the Obligations and delivery of cash collateral to the extent required under Section 14.1 below, or (ii) any of the Collateral constituting property being sold or disposed of if a release is required the applicable Borrower or desirable in connection therewith and if the Borrower Representative Guarantor certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 9.7 hereof (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , or (iii) any of the Collateral constituting Property property in which the Credit Parties no Borrower or Guarantor owned no an interest at the time the security interest interest, mortgage or lien was granted or at any time thereafter; , or (iv) constituting property leased to any of the Credit Parties under Collateral (other than Term Loan Priority Collateral without the prior written consent of the Required Term Loan Lenders) having a lease that has expired or is terminated value in a transaction permitted under this Agreement; the aggregate in any twelve (12) month period of less than $1,000,000 or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life any of the loan. Upon request by Collateral if required or permitted under the terms of any of the other Financing Agreements, including any intercreditor agreement, or (vi) any of the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07; provided, however, that (A) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations Term Loan Priority Collateral without the prior written consent of the Credit Parties Required Term Loan Lenders) if approved, authorized or ratified in respect of) all interests retained writing by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Lenders. Except as provided above, Agent shall have no obligation whatsoever to will not release any other Participating Lenders to assure that the Collateral exists security interest in, mortgage or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercisinglien upon, any of the rights, authorities and powers granted or available to Collateral without the Collateral Agent pursuant to any prior written authorization 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.all of

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the and direct Agent to release Liens upon any Collateral Agent (and any permitted sub-agentsuch Liens shall be automatically released), at its option and in its sole discretionwithout further action by Agent or any other Person, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsTermination Date; (ii) constituting in respect of property of any Subsidiary being sold or disposed of or transferred (including property owned by any Subsidiary being sold or disposed of or transferred) if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition Disposition or transfer is permitted under made in compliance with this Agreement or and the other Loan Documents (or otherwise is not prohibited) (and the Collateral Agent may may, in its discretion, request, and rely conclusively on any such certificate, without further inquiryinquiry on, a certificate from the Borrower certifying as such prior to Agent taking any action to evidence such release) or such sale or Disposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) constituting to the extent the applicable Collateral is or becomes Excluded Property in which the Credit Parties owned no interest at the time the security interest was granted or at any time thereafterand/or Excluded Principal Property; (iv) constituting to the extent the applicable Collateral constitutes property leased to the Credit Parties under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in to the aggregate with all other dispositions 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 Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanany Intercreditor Agreement. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on Lien upon particular types or items of Collateral pursuant to this Section 12.0710.11. 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. (b) Promptly, and in any event not later than five (5) Business Days’ following written request by Borrower, Agent shall (and is hereby irrevocably authorized and directed by Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of its Liens upon Collateral as contemplated by Section 10.11(a); provided, however, that (Ai) the Collateral Agent shall be fully protected in relying on such certification by Borrower (and shall not be required responsible for or have a duty to ascertain or inquire into any representation or warranty contained therein) and any execution and delivery of such requested documentation shall be without recourse or warranty to Agent (other than Agent’s authority to execute any document necessary to evidence and deliver such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty documents) and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations hereunder or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the extent contemplated by the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under SECTION 7.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties Borrower owned no interest at the time the security interest was granted or at any time thereafter; , or (iv) constituting property leased to the Credit Parties Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement; . Notwithstanding the foregoing, so long no Event of Default shall have occurred and be continuing, Agent shall, for the benefit and at the request of Borrower, release its Lien on Collateral in a transaction constituting a Permitted Disposition. 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 a material -108- portion of the Collateral, all of the Revolving Loan Lenders or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07SECTION 16.12; providedPROVIDED, howeverHOWEVER, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. To the maximum extent permitted by law, the Term Loan Lenders waive any right to assert that any release, sale, transfer or other disposition of any Collateral by Agent was not made on commercially reasonable terms. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, absent Agent's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrower of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property Collateral being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 9.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting Property Collateral in which the Credit Parties Borrower owned no interest at the time the security interest Lien was granted or at any time thereafter. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; (iv) constituting property leased to provided that the Credit Parties under a lease that has expired or is terminated Agent may, in a transaction permitted under this Agreement; or (v) constituting Equipment whichits discretion, release the Agent's Liens on the Pabst Brewing Company Notes without the prior written authorization of the Lenders. In addition, the Agent may, in its discretion, release the Agent's Liens on other Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by (i) $1,000,000 during any one Fiscal Year period and (ii) $2,000,000 in the aggregate during the term of this clause (v)Agreement, has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over without the life prior written authorization of the loanLenders. Without the prior written authorization of the Lenders and in accordance with the release provisions of the G & G Guaranty and Pledge, the Agent shall release the Consumers Packaging capital stock pledged pursuant to the G & G Guaranty and Pledge. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.0714.12. (b) Upon receipt by the Agent of any authorization to the extent required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.insured

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Loans (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if by the Borrower Representative certifies in writing pursuant to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry)Section 9.9; (iii) constituting Property property in which the Credit Parties Borrower owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichprovided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over 500,000 during any one year period without the life prior written authorization of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.0714.12. (b) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement Section 6.4 or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties neither Parent nor any of its Subsidiaries owned no any interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , (iv) constituting property leased to the Credit Parties Parent or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement; , or (v) constituting Equipment whichproperty of a Subsidiary, the Stock of which is being sold in accordance with the aggregate with terms of 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 other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life substantially all of the loanCollateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Collateral Agent or the Administrative Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Parent or any of its Subsidiaries in respect of) all interests retained by the Credit PartiesParent or any of its Subsidiaries, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Parent or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) 11.9.1 Each Bank authorizes and directs the Agent to enter into each of the Loan Documents for the benefit of the Banks. Each Bank hereby agrees, that, except as otherwise set forth herein, any action taken by any Bank in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by any of the Banks of its rights set forth herein shall be authorized and binding upon all of the Banks, it being agreed however, that only the Agent shall have the authority to act hereunder. The Participating Lenders Agent is hereby irrevocably authorized on behalf of each of the Banks, without the necessity of any notice to or further consent from any Bank, from time to time prior to an Event of Default, to take any action with respect to any Collateral, the Auburn Collateral or the Burlen Collateral, which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral, the Auburn collateral, or the Burlen Collateral granted pursuant hereto or pursuant to any other Loan Document. 11.9.2 The Banks hereby authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on granted to or held by the Agent upon any Collateral, the Auburn Collateral or the Burlen Collateral (ia) upon the termination of the Commitments this Agreement and payment and satisfaction in full of all Obligations; (ii) constituting property being sold of the Obligations at any time arising under or disposed in respect of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and or the Collateral Agent may rely conclusively on any such certificatetransactions contemplated hereby or thereby, without further inquiry); (iii) constituting 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 (vb) constituting Equipment whichif approved, authorized or ratified in the aggregate with all other dispositions of Equipment covered writing by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loaneach Bank. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders each Bank will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral collateral pursuant to this Section 12.0711.9.2. 11.9.3 Upon any sale and transfer of any Collateral, Auburn Collateral or Burlen 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 Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Banks herein or pursuant hereto upon the collateral that was sold or transferred; provided, however, provided that (Aa) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty and (Bb) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests in any Collateral, Auburn Collateral or Burlen Collateral retained by the Credit PartiesBorrower, Auburn or Burlen including, without limitation, the proceeds of any the sale, all of which shall continue to constitute part of the Collateral, the Auburn Collateral or the Burlen Collateral. In the event of any sale or transfer of any Collateral, the Auburn Collateral or the Burlen Collateral or any foreclosure with respect to any of such collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (b) 11.9.4 The Collateral Agent shall have no obligation whatsoever to the Banks or to any other Participating Lenders Person to assure that the Collateral, the Auburn Collateral or the Burlen Collateral exists or is owned by the applicable Borrower Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Liens granted to the 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, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to in this Agreement or in any of the other Loan DocumentsDocument, it being understood and agreed that in respect of such Collateral, the Auburn Collateral and the Burlen Collateral, or any act, omission or event related thereto, subject to the 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 's own interest in the Collateral in its capacity such collateral as one of the Lenders Banks and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoingBanks, except as otherwise provided hereinfor its gross negligence or willful misconduct.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative Loan Party disposing of such property certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 6.03 (and the Collateral Agent may rely conclusively on any such certificate, certification without further inquiry); (iii) constituting Property property in which the Credit Parties no Loan Party owned no any interest at the time the security interest Lien was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment whichpursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (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 with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, $250,000 during each Fiscal Year without the prior written authorization of three million Dollars ($3,000,000) or less over the life of the loanany Lender. Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Collateral Agent’s Liens on upon particular types or items of Collateral pursuant to this Section 12.078.10. (b) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of a Loan Party to a person that is not (and is 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 reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the 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 Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition, the 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 Loan Document relating to any such Capital Stock, asset or Subsidiary of the 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 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 Obligations, 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 Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or damage. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent 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 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 in and its capacity as one of the Lenders Lenders, and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing. (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 Obligations as a credit on account of the purchase price for any Collateral payable by such Agent at such sale. (e) 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 applicable Secured Parties; provided hereinthat the foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as such Agent) hereunder and under the other Loan Documents, (ii) each of the Issuing Bank and the Swingline Lender from exercising the rights and remedies that inure to its benefit (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 proceeding 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 CreditLoan 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) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on upon any Collateral Collateral, and such Lien shall automatically be released, (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations; Obligations (other than contingent indemnity obligations with respect to then unasserted claims and the Other Liabilities that are permitted by the providers thereof to remain outstanding), all Letters of Credit shall have expired or terminated (or been cash collateralized or otherwise credit supported (including backstop letters of credit) in a manner reasonably satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or been cash collateralized or otherwise credit supported (including backstop letters of credit) in a manner reasonably satisfactory to the applicable Issuing Bank), (ii) (x) constituting property being sold sold, transferred or disposed of if in a release is required Permitted Disposition or desirable (y) which constitutes property subject to the proviso in connection therewith the definition of “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the Pledge Agreement, (iii) as provided in any intercreditor agreement, including the Intercreditor Agreement with respect to Term Loan/Notes Priority Collateral, and if the Borrower Representative certifies in writing (iv) as to the Collateral Agent of any Facility Guarantor, upon its release from its Facility Guarantee as a result of a transaction or designation permitted hereunder (including as a result of designation as an Unrestricted Subsidiary); provided that a wholly-owned Restricted Subsidiary that becomes a non-wholly owned Subsidiary as a result of a transaction shall solely be released from its Facility Guarantee if (1) it is no longer wholly-owned as a result of an arm’s length transaction for a bona fide business purpose and not solely for the sale purpose of releasing such Facility Guarantee, (2) the consideration for any such transaction is at least fair market value, (3) such transaction is entered into with a non-Affiliate, (4) such transaction shall be deemed to be a Permitted Investment or a disposition is of property or assets and issuances of securities made by a Loan Party to a non-Loan Party permitted under this Agreement hereunder and (5) immediately before and after such transaction, no Event of Default shall have occurred and be continuing; provided, further, that no such release shall occur (x) if such Subsidiary continues to be a guarantor in respect of any other permitted secured Indebtedness for borrowed money of the Loan Parties or the other Loan Documents (and y) after giving effect to any such release, any Overadvance shall exist or result therefrom. Except as provided above, the Collateral Agent may rely conclusively on will not release any such certificate, without further inquiry); (iii) constituting 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, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanCollateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Collateral any Agent or the Borrower Representative any Loan Party at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on upon particular types or items of Collateral pursuant to this Section 12.078.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in Section 8.16(a); provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s its reasonable opinion, would would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties any Loan Party in respect of) all interests retained by the Credit Partiesany Loan Party, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any Each Lender irrevocably authorizes each of the rights, authorities Administrative Agent and powers granted or available to the Collateral Agent to (i) release any Facility Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, and (ii) upon the request of the Lead Borrower and 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 documentation reasonably acceptable to the terms and conditions contained hereinAdministrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent may act in under any manner it may deem appropriateLoan Document to the holder of any Lien on such property that is permitted under clause (f), in its sole discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one (h), (m), or (s) of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any definition of the foregoing, except as otherwise provided hereinPermitted Encumbrances.

Collateral Matters. (a) The Participating Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAdministrative Agent, at its option and in its sole discretion, to release any Lien on granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsLoans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting property being sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if the Borrower Representative certifies in writing with any Asset Disposition permitted hereunder pursuant to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry)Section 7.7; (iii) constituting Property property in which the Credit Parties Borrower or any Subsidiary of the Borrower owned no interest at the time the security interest Lien was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties Borrower or any Subsidiary of the Borrower under a lease that which has expired or is been terminated in a transaction permitted under this AgreementAgreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vvi) constituting Equipment whichif approved, authorized or ratified in writing by the aggregate with Required Lenders or all other dispositions of Equipment covered by this clause (v)the Lenders, has a fair market value or book valueas the case may be, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanas provided in Section 10.6 hereof. Upon request by the Collateral Administrative Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07; provided, however, that (A) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateralsubsection 9.10(b). (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to or after an Event of Default, to take any action with respect to any Collateral or Collateral Documents to which they are a party which may be necessary to perfect and maintain perfected the security interest in and the Liens upon the Collateral granted pursuant to the Collateral Documents. Without limiting the generality of the foregoing, the Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Bank with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (ii) execute and deliver each Loan Document to which the Agent is a party and accept delivery of each such agreement delivered by any Loan Party or other Person; (iii) act as collateral agent for the Lenders and the Issuing Bank for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, the Agent hereby appoints, authorizes and directs the Lenders and the Issuing Bank to act as collateral sub-agent for the Agent, the Lenders and the Issuing Bank for purposes of the perfection of all security interests and Liens with respect to any deposit account of any Loan Party maintained with, and cash and Cash Equivalents held by, such Lender or the Issuing Bank; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Loan Documents; (vi) release any Lien upon Collateral that is a Contaminant or upon which a 104 Release has occurred or which has otherwise been affected by a Release or Contaminant; provided, however, that the Agent shall have the right, in its discretion, to assign such Lien to the requesting Person; and (vii) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent, the Lenders or the Issuing Bank with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Agent, the Issuing Bank and each Lender hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its such party's option and in its sole such party's discretion, to release any Lien on granted to or held, respectively, by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsLoans, Reimbursement Obligations and all other Obligations which have matured and which the Agent has been notified in writing are then due and payable; or (ii) constituting property (including, without limitation, any past-due Receivable permitted to be sold pursuant to Section 7.02(a)) being sold or disposed of if a release is required the Loan Party selling or desirable in connection therewith and if the Borrower Representative disposing of such property certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents being made in compliance with Section 7.02(a) (and the Collateral Agent may rely conclusively on any such certificatecertificate without further inquiry, or in the case of a sale of past-due Receivables, the Agent may rely on the certification of such Loan Party set forth in the Request for Release of Receivables, delivered to the Agent in connection with such sale, without further inquiry); or (iii) constituting Property property in which the Credit Loan Parties owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties under fixed assets that are sold or refinanced as party of a lease that has expired or is terminated in a transaction permitted under this AgreementPermitted Disposition; or (v) constituting Equipment whichif approved, authorized or ratified in writing by the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over Agent at the life direction of the loanRequisite Lenders; or (vi) constituting fixed assets that are financed or refinanced by Indebtedness permitted by Sections 7.01(v) and (ix). Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority 's authority, as the case may be, to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0710.08(b). The Lenders hereby authorize the Agent to execute any Request for Release of Receivables delivered to the Agent in connection with a sale of past-due Receivables made pursuant to Section 7.02(a). (c) Without in any manner limiting the Agent's authority to act without any specific or further authorization or consent by the Requisite Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Loan Parties, the authority to release Collateral conferred upon the Agent under clauses (i) through (viii) of Section 10.08(b). So long as no Event of Default is then continuing, upon receipt by the Agent of any such written confirmation from the Requisite Lenders of such party's authority to release any particular items or types of Collateral, and in any event upon any sale and transfer of 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 Loan Parties, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon such Collateral granted to the Agent for the benefit of the Lenders herein or pursuant hereto or any of the other Loan Documents; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent it to liability or create any obligation or entail any consequence 105 other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Loan Parties, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bd) The Collateral Agent shall not have no any obligation whatsoever to any Lender or to any other Participating Lenders Person to assure that the Collateral exists or is owned by the applicable Borrower Loan Parties or is cared for, protected, protected or insured or has been encumbered, encumbered or that the Lenders’ Liens granted to the 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 at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to in this Section 10.08 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, subject to the 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 's own interest respective interests in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall not have no other any duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided hereinLender.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans, Reimbursement 104 112 Obligations, other Letter of Credit Exposure (whether or not due) and all other Obligations which have matured and which the Agent has been notified in writing are then due and payable; (ii) or constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing Borrowers certify to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 8.04(b) hereof (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) or constituting Property property in which the Credit Parties Borrowers owned no interest at the time the security interest Lien was granted or at any time thereafter; . (ivb) constituting property leased Without in any manner limiting the Agent's authority to act without any specific or further authorization or consent by the Credit Parties under a lease that has expired or is terminated Majority Lenders (as set forth in a transaction permitted under this Agreement; or (vSection 11.09(a) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (vhereinabove), has a fair market value or book valueeach Lender agrees to confirm in writing, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving authority to release Collateral conferred upon the Agent and under Section 11.09 (a) herein above. So long as no Event of Default is then continuing, upon receipt by the Agent of confirmation from the Majority Lenders will confirm in writing the Collateral Agent’s of its authority to release any particular item or types of Collateral, and upon at least five (5) Business Days' prior written request by the Borrowers the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens on particular types or items granted to the Agent for the benefit of Collateral pursuant to this Section 12.07the Lenders upon such Collateral; provided, howeverPROVIDED; HOWEVER, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation obligations or entail any consequence other than the release of such Lien Liens without recourse, representation, recourse or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of the Credit Parties Borrowers in respect of) all interests in the Collateral retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the CollateralBorrowers. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower Borrowers or is cared for, protected, protected or insured or has been encumbered, encumbered or that the Lenders’ Liens have Lien granted to the Agent pursuant to the Security Documents has been properly or sufficiently or lawfully created, fully-perfected, protected, protected or enforced or are is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to in this Section 11.09 or in any of the Loan Related Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the 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 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided hereinLender.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Revolver Commitments and payment and satisfaction in full of all of the Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing Borrowers certify to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents Section 6.4 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Borrower and no Subsidiary of Borrowers owned no any interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties any Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement; . The Loan Parties and 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 credit bid and purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code or the PPSA, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or pursuant to a plan of reorganization, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable Law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (x) if the release is of all or substantially all of the Collateral, all of Lenders (without requiring the authorization of the Bank Product Providers), or (vy) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause Required Lenders (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over without requiring the life authorization of the loanBank Product Providers); provided however, that no such release of Borrowing Base Collateral shall be permitted without the consent of the Required Revolver Lenders. Upon request by the Collateral Agent or the any Borrower Representative at any time, the Administrative AgentLenders will (and if so requested, the Revolving Agent and the Lenders will Bank Product Providers will) confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.11; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties any Borrower in respect of) all interests retained by the Credit Partiesany Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. 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 holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of Lenders (or the Bank Product Providers) to assure that the Collateral exists or is owned by the applicable a Borrower or a Borrower’s Subsidiary or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, 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 at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property of a Borrower or any other Credit Party being sold or disposed of if a release is required such Borrower or desirable in connection therewith and if the Borrower Representative any other Credit Party certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 9.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property of a Borrower or any other Credit Party in which the such Borrower or any other Credit Parties Party owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties a Borrower or a Subsidiary under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichprovided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over 1,000,000 in any one year period without the life prior written authorization of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.0714.12. (b) Upon receipt by the Agent of any authorization required pursuant to Section 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days' prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers or any other Credit Parties Party in respect of) all interests retained by the Borrowers or any other Credit PartiesParty, including, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable a Borrower or any other Credit Party or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrower owned no interest at the time the security interest was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement; , or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v)Equipment, has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) 1,000,000 or less over less. Except as provided above or expressly provided in any other Loan Document, Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the life prior written authorization of all of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0713.11; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ ' Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer and each other holder of Obligations. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note or other Obligation by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender, the L/C Issuer and each other holder of Obligations hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, , (i) to release any Lien on any Collateral property granted to or held by Agent under any Loan Document (iA) upon the termination of the Aggregate Commitments and payment and satisfaction in full of all ObligationsObligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, (D) with respect to a Loan Party that has ceased to be a Subsidiary or Disposed of all or substantially all of its assets, in each case as permitted hereunder or (E) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) constituting to subordinate any Lien on any property being sold granted to or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing held by Agent under any Loan Document to the Collateral Agent holder of any Lien on such property that the sale or disposition is permitted under by this Agreement or the any other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting 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, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanDocument. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Agent’s authority to release any such Liens on or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.079.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer , to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided, however, provided that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation liability or entail any consequence other than the release or subordination of such Lien Liens without recourse, representation, recourse or warranty and (Bii) such release or subordination shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties any Borrower or any other Loan Party in respect of) all interests retained by the Credit PartiesBorrowers or any other Loan Party, including, including the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (bd) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Participating Lenders Person to assure that the Collateral exists or is owned by the applicable any Borrower or any other Loan Party or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto 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, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to in this Section 9.11 or in any of the Loan DocumentsCollateral Documents (subject, however to Section 9.03(d)(ii)), it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the 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 in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as to any agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the foregoingUCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) The Participating Lenders and the L/C Issuers hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsObligations owed to the Agents, the Lenders and the L/C Issuers (other than those contingent Obligations for reimbursement and indemnity that expressly survive the termination of this Agreement); (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrowers owned no interest at the time the security interest was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties Borrowers under a lease that has expired or is terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three five million Dollars ($3,000,0005,000,000) or less over in any single fiscal year; or (vi) any other release consented by the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07SECTION 3.11; provided, however, that (A) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers in any asset(s) transferred, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Neither the Administrative Agent not the Collateral Agent shall have no any obligation whatsoever to any other Participating Lenders Lender or L/C Issuer to assure that the Collateral exists or is owned by the applicable Borrower Credit Party or is cared for, protected, or insured or has been encumbered, or that all or any portion of the Lenders’ Liens securing the Obligations have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Administrative Agent and the Collateral Agent each may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s its own interest in the Collateral in its capacity as one of the Lenders and that neither the Administrative Agent nor the Collateral Agent shall have no any other duty or liability whatsoever to any other Lender or L/C Issuer as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release or subordinate any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan ----------- 135 Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Borrower owned no any interest at the time the security interest was granted or at any time thereafter; , (iv) constituting Inventory and the sale thereof by a Borrower to a purchaser in the ordinary course of business, including the release of Liens on a vessel under construction and Collateral included therein in favor of a purchaser under a Title Transfer Construction Contract, (v) to clarify the senior Lien position of a secured creditor providing purchase money financing constituting Permitted Purchase Money Indebtedness, or (vi) constituting property leased to the Credit Parties a 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 any substantial portion of the Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Administrative Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0716.12; ------------- provided, however, that (A1) the Collateral Agent shall not be required to execute any document -------- ------- necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by Borrowers in the Credit PartiesCollateral, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Borrowers or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, absent Agent's gross negligence or willful misconduct, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting 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, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life Full Payment of the loanObligations (other than contingent indemnity and expense reimbursement claims not then due). Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Agent’s Liens on upon particular types or items of Collateral pursuant to this Section 12.0712.10. (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.10(a) from the Lenders of the Agent’s authority to release the Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days’ prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties any Loan Party in respect of) all interests retained by the Credit Partiesany Loan Party, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Administrative Agent is hereby authorized by each Lender, without the necessity of any notice to or further consent from any Lender, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAdministrative Agent, at its option and in its sole discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien on granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment and satisfaction in full of all ObligationsLoans and all other Obligations payable under this Agreement and under the other Credit Documents; (ii) constituting property being sold of the Loan Parties which is sold, transferred or otherwise disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under with any transaction not prohibited by this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry)Credit Documents; (iii) constituting 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 Loan Parties under a an operating lease that which has expired or is been terminated in a transaction permitted under not prohibited by this AgreementAgreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Loan Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered if approved or consented to by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life those of the loanLenders required by Section 8.04. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07; provided7.07. (c) The Lenders irrevocably authorize the Administrative Agent to release Net Insurance Proceeds and Net Condemnation Proceeds it may have in its possession to the Borrowers in accordance with Section 2.07(c)(v) hereof. Unless all of the Lenders otherwise consent in writing, howeverany and all cash collateral (other than as described in the preceding sentence) for the Obligations shall be released to the Borrowers, that to the extent not applied to the Obligations, only if (Ai) the Collateral Agent shall not be required to execute Commitments have been terminated (ii) all Obligations have been paid in full and are no longer outstanding, including any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the L/C Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateralcontingent obligations. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Collateral or any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; Credit Party Obligations (other than unasserted contingent indemnification obligations), (ii) constituting property being sold that is permitted to be sold, transferred or otherwise disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the any other Loan Documents (and the Collateral Agent may rely conclusively on any such certificateCredit Document, without further inquiry); (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 property in which the Credit Loan Parties and their respective Subsidiaries owned no interest at the time the security interest Agent’s Lien was granted or nor 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, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.078.11; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Credit Party Obligations or any Liens (other than those expressly being released) upon (or obligations of the any Credit Parties Party in respect of) all interests retained by the any Credit PartiesParty, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Subject to the 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 Collateral Agent shall not have no any obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Credit Parties or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Loan Parties and their Subsidiaries of all of the Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing Borrowers certify to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents Section 6.5 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Loan Party or any of its Subsidiaries owned no any interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , (iv) constituting property leased or licensed to the Credit Parties a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement; or , (v) constituting Equipment whichas required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Section 8, or (vi) in connection with a credit bid or purchase authorized under this Section 15.11. Except as provided in the preceding sentence, the Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that the Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Agent may rely conclusively on one or more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). In addition, the Lenders irrevocably authorize the Agent, at its option and in its discretion, upon request of the Borrowers, to release any Lien on any Equipment granted to or held by the Agent under any Loan Document from and after the Third Amendment Effective Date. 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 the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with all applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) 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 contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other dispositions disposition of Equipment covered by this clause the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (vratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), has a fair market value or book valueand (ii) Agent, whichever is less, of three million Dollars ($3,000,000) or less over based upon the life instruction of the loanRequired Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application set forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. 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 Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative AgentLenders will (and if so requested, the Revolving Agent and the Lenders will Bank Product Providers will) confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.11; provided, however, that (A1) anything to the Collateral contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would could expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) any and all interests retained by the Credit Partiesany Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and (b) to the extent Agent has the authority under this Section 15.11 to release its Lien on such property. Notwithstanding the provisions of this Section 15.11, the Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by the applicable Borrower a Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Borrower or its Subsidiaries owned no any interest at the time the security interest Agent's Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties a Borrower or its 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 101 authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Administrative Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0716.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Borrowers or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent (and any permitted sub-agentby 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 release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties Borrower or its Subsidiaries owned no interest at the time the security interest Agent's Lien was granted or nor at any time thereafter; , or (iv) constituting property leased or licensed to the Credit Parties Borrower or its Subsidiaries under a lease or license 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 Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause Required Lenders (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over without requiring the life authorization of the loanBank Product Providers). Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative AgentLenders will (and if so requested, the Revolving Agent and the Lenders will Bank Product Providers will) confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.11; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit Parties▇▇▇▇▇▇▇▇, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by Agent on any property under any Loan Document (A) to the holder of any Permitted Lien on such property if such Permitted Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) permitted under this Agreement, (B) to the extent Agent has the authority under this Section 15.11 to release its Lien on such property, and (C) to the Equipment Loan Lender on the Equipment Loan Priority Collateral to secure the Equipment Loan Obligations. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the and direct Agent to release Liens upon any Collateral Agent (and any permitted sub-agentsuch Liens shall be automatically released), at its option and in its sole discretionwithout further action by Agent or any other Person,, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsTermination Date; (ii) constituting in respect of property of any Subsidiary being sold or disposed of or transferred (including property owned by any Subsidiary being sold or disposed of or transferred) if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition Disposition or transfer is permitted under made in compliance with this Agreement or and the other Loan Documents (or otherwise is not prohibited) (and the Collateral Agent may may, in its discretion, request, and rely conclusively on any such certificate, without further inquiryinquiry on, a certificate from the Borrower certifying as such prior to Agent taking any action to evidence such release) or such sale or Disposition is approved by the Requisite Lenders (or such greater number of Lenders as may be required under Section 12.2); (iii) constituting to the extent the applicable Collateral is or becomes Excluded Property in which the Credit Parties owned no interest at the time the security interest was granted or at any time thereafterand/or Excluded Principal Property; (iv) constituting to the extent the applicable Collateral constitutes property leased to the Credit Parties under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in to the aggregate with all other dispositions 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 Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanany Intercreditor Agreement. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on Lien upon particular types or items of Collateral pursuant to this Section 12.0710.11. 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. (b) Promptly, and in any event not later than five (5) Business Days’ following written request by Borrower, Agent shall (and is hereby irrevocably authorized and directed by Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of its Liens upon Collateral as contemplated by Section 10.11(a); provided, however, that (Ai) the Collateral Agent shall be fully protected in relying on such certification by Borrower (and shall not be required responsible for or have a duty to ascertain or inquire into any representation or warranty contained therein) and any execution and delivery of such requested documentation shall be without recourse or warranty to Agent (other than Agent’s authority to execute any document necessary to evidence and deliver such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty documents) and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations hereunder or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.,

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties no Borrower or Guarantor owned no any interest at the time the security interest was granted or at any time thereafter; , or (iv) constituting property leased to the Credit Parties a Borrower or Guarantor 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 Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Administrative Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0716.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or the Guarantor Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers or Guarantors in respect of) all interests retained by the Credit PartiesBorrowers or Guarantors, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Borrowers or Guarantors or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on Agent's Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit and Credit Support (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnities which survive the termination of this Agreement); (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative Obligated Party disposing of such property certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with Section 7.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties no Obligated Party owned no any interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties an Obligated Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichprovided that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over 3,000,000 during each Fiscal Year without the life prior written authorization of the loanLenders and the Agent may release the Agent's Liens on Collateral valued in the aggregate not in excess of $9,000,000 during each Fiscal Year with the prior written authorization of the Majority Lenders. Upon request by the Collateral Agent or the Borrower Representative an Obligated Party at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.0712.11. (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by an Obligated Party, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Obligated Parties in respect of) all interests retained by the Credit Obligated Parties, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower any Obligated Party or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all of the Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents Section 6.4 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties Borrower or its Subsidiaries owned no interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement; . The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Guarantor from the Guaranty to the extent that such Guarantor ceases to be a Subsidiary of the Borrower pursuant to a transaction permitted under this Agreement. 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 credit bid and purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. 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 Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause Required Lenders (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over without requiring the life authorization of the loanBank Product Providers). Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative AgentLenders will (and if so requested, the Revolving Agent and the Lenders will Bank Product Providers will) confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.11; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.the

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties Borrower or its Subsidiaries owned no interest at the time the security interest Agent’s Lien was granted or nor at any time thereafter; , (iv) constituting property leased to the Credit Parties Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement; , or (v) constituting Equipment which, the Stock or assets of a Subsidiary of Borrower in the aggregate with event of a merger or dissolution permitted under Section 6.3 pursuant to which such Subsidiary is merged or dissolved out of existence. 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 other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life substantially all of the loanCollateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.11; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Guarantor from the Guaranty in the event of a merger or dissolution permitted under Section 6.3 pursuant to which such Guarantor is merged or dissolved out of existence. (ba) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any DIP Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full full, in cash by the Loan Parties of all Obligations; Liabilities and the termination of all Commitments, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry) and with the approval of the Bankruptcy Court (to the extent required); , (iii) constituting Property property in which the Credit Parties Borrower or their Subsidiaries owned no interest at the time the security interest Agent’s DIP Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties Borrower or their 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 DIP Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such DIP Liens on particular types or items of Collateral pursuant to this Section 12.0716-10; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations Liabilities or any Liens (other than those expressly being released) upon (or obligations of the Credit Loan Parties in respect of) all interests retained by the Credit Loan Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent’s DIP Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on upon any Collateral and to terminate any guarantee (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsLoans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made); (ii) constituting property being sold or disposed of if a release is required (or desirable in connection therewith and being encumbered pursuant to clause (l) of the Permitted Encumbrance definition) if the Borrower Representative Loan Party disposing of such property certifies in writing to the Collateral Agent that the sale or disposition (or encumbrance) is made in compliance with Section 6.03 (or if applicable, a Permitted Encumbrance permitted under this Agreement or the other Loan Documents said clause (l)) (and the Collateral Agent may rely conclusively on any such certificate, certification without further inquiry); (iii) constituting Property property in which the Credit Parties no Loan Party owned no any interest at the time the security interest Lien was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties a Loan Party under a lease that which has expired or is been terminated in a transaction permitted under this Agreement; or (v) constituting Equipment whichpursuant to Section 8.10(b). Except as provided above, the Collateral Agent will not release any of its Liens without the prior written authorization of the Lenders (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 with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, $250,000 during each Fiscal Year without the prior written authorization of three million Dollars ($3,000,000) or less over the life of the loanany Lender. Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Collateral Agent’s Liens on upon particular types or items of Collateral pursuant to this Section 12.078.10. (b) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of a Loan Party to a person that is not (and is 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 reasonably requested by the Administrative Borrower and at the Administrative Borrower’s expense to release, share or subordinate any Liens created by any Loan Document in respect of such assets or Capital Stock, and, in the case of a disposition of the 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 Guarantee and Collateral Agreement (other than with respect to obligations that expressly survive a termination); #33621191 provided, however, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition, the 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 Loan Document relating to any such Capital Stock, asset or Subsidiary of the 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 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 Obligations, 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 Obligations, indemnifying the Agents and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as the Agents, in their reasonable discretion, may deem necessary to protect the Agent and each Lender from any such loss or damage. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower any Loan Party or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities authorities, and powers granted or available to the Collateral Agent 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 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 in and its capacity as one of the Lenders Lenders, and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing. (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 #33621191 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 Obligations as a credit on account of the purchase price for any Collateral payable by such Agent at such sale. (e) 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 applicable Secured Parties; provided hereinthat the foregoing shall not prohibit (i) any Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as such Agent) hereunder and under the other Loan Documents, (ii) each of the Issuing Bank and the Swingline Lender from exercising the rights and remedies that inure to its benefit (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 proceeding 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 Loan 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) The Participating Lenders hereby (including in its capacities as a potential Swap Provider and potential Treasury Management Bank) and the Issuing Bank irrevocably authorize the Collateral Administrative Agent and any permitted sub-agentthe Collateral Agent, at its option and in its sole discretion, , (i) to release any Lien on any Collateral property granted to or held under any Credit Document securing the Obligations (ix) upon the termination of the Commitments commitments under this Agreement and payment and satisfaction in full of all ObligationsObligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Credit Documents or consented to in accordance with the terms of this Agreement, or (z) subject to Section 11.4, if approved, authorized or ratified in writing by the Required Lenders; (ii) constituting to subordinate any Lien on any property being sold granted to or disposed of if a release is required or desirable in connection therewith and if held under any Credit Document securing the Borrower Representative certifies in writing Obligations to the Collateral Agent holder of any Lien on such property that the sale or disposition is permitted by Section 8.2(c); and (iii) to release any Guarantor from its obligations under this Agreement or and the other Loan Credit Documents (and the Collateral Agent may rely conclusively on any if such certificate, without further inquiry); (iii) constituting 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 Person ceases to the Credit Parties under be a lease that has expired or is terminated in Subsidiary as a result of a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanCredit Documents. Upon request by the Collateral Administrative Agent or the Borrower Representative Collateral Agent at any time, the Administrative Agent, the Revolving Agent and the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release any such Liens on or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 12.07; provided, however, that Section. (Ab) Neither the Administrative Agent nor the Collateral Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any document necessary to evidence such release on terms thatrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Agent’s opinionLien thereon, would expose or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to liability the Lenders for any failure to monitor or create maintain any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part portion of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or Anything contained in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rightsCredit Documents to the contrary notwithstanding, authorities and powers granted or available to each of the Credit Parties, the Administrative Agent, the Collateral Agent pursuant and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Loan DocumentsCollateral or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that in respect all powers, rights and remedies hereunder may be exercised solely by the respective Agents, on behalf of the CollateralSecured Parties, or any act, omission or event related thereto, subject to in accordance with the terms hereof and conditions contained hereinall powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may act in be the purchaser of any manner it may deem appropriate, in its sole discretion given or all of such Collateral at any such sale or other disposition and the Collateral Agent’s own interest , as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral in its capacity as one sold at any such public sale, to use and apply any of the Lenders and that Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent shall have no at such sale or other duty disposition. (d) No Secured Swap Agreement or liability whatsoever Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Bank or any Qualifying Treasury Management Bank, respectively, that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Lender as to any of Credit Party under the foregoing, Credit Documents except as otherwise expressly provided herein.herein or in the other Credit Documents. By accepting the benefits of the

Collateral Matters. (a) The Participating Lenders hereby (including the Issuing Bank and the Swing Line Lender) irrevocably authorize the Collateral Administrative Agent and any permitted sub-agentthe Collateral Agent, at its option and in its sole discretion, , (i) to release any Lien on any Collateral property granted to or held under any Loan Document securing the Obligations (ix) upon the termination of the Commitments commitments under this Agreement and payment and satisfaction in full of all Obligations; Obligations (other than contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents or consented to in accordance with the terms of this Agreement, or (z) subject to Section 11.4, if approved, authorized or ratified in writing by the Required Lenders; (ii) constituting to subordinate any Lien on any property being sold granted to or disposed of if a release is required or desirable in connection therewith and if held under any Loan Document securing the Borrower Representative certifies in writing Obligations to the Collateral Agent holder of any Lien on such property that the sale or disposition is permitted by Section 8.2(m) as in effect on the Closing Date; (iii) to release any Guarantor from its obligations under this Agreement or and the other Loan Documents (and the Collateral Agent may rely conclusively on any if such certificate, without further inquiry); (iii) constituting 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 Person ceases to the Credit Parties under be a lease that has expired or is terminated in Guarantor as a result of a transaction permitted under this Agreementthe Loan Documents; or (v) constituting Equipment whichprovided, no Wholly-Owned Subsidiary may be released from its obligations as a Guarantor if such Person ceases to be a Wholly-Owned Subsidiary unless, in each case, (A) the aggregate transaction pursuant to which such Subsidiary ceases to be a Wholly-Owned Subsidiary is consummated with all a bona fide third party that is not an Affiliate of any Loan Party, (B) such Subsidiary does not own or have any exclusive license of, or other dispositions exclusive rights with respect to, any intellectual property material to the business of Equipment covered by this clause AdaptHealth Corp and its Subsidiaries take as a whole, (v)C) at the time of such release and immediately after giving effect thereto on a Pro Forma Basis, has a the fair market value of such Subsidiary is deemed to be an Investment by the Borrower in such Subsidiary and such Investment is permitted by this Agreement and (D) the primary purpose of such transaction is not the release of any guarantee or book valueLien on such Subsidiary; and (iv) at any time any Permitted Securitization Transaction is outstanding, whichever release any Lien granted to or held by the Collateral Agent under any Loan Document on (1) any Securitization Related Property that is less, of three million Dollars subject to such Permitted Securitization Transaction and ($3,000,0002) or less over the life Capital Stock of the loanSpecial Purpose Subsidiary for such Permitted Securitization Transaction. Upon request by the Collateral Administrative Agent or the Borrower Representative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 10.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, each of the Loan Parties, the Administrative Agent, the Revolving Collateral Agent and each holder of the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.07; provided, however, Obligations hereby agree that (Ai) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release no holder of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever any right individually to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, realize upon any of the rightsCollateral or to enforce this Agreement, authorities and powers granted the Notes or available to the Collateral Agent pursuant to any of the other Loan DocumentsDocument, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Loan Party under the Loan Documents except as expressly provided herein or in the other Loan Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Provider and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Provider and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Loan Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any actnotice of or consent to any amendment, omission waiver or event related thereto, subject to modification of the terms and conditions contained herein, provisions hereof or of the 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 other Loan Documents) other than in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to a Lender and, in any other Lender case, only as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower and/or the Guarantors of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with SECTION 9.9 (and the Collateral 101 Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties Borrower or the applicable Guarantor owned no interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties Borrower or the applicable Guarantor under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichPROVIDED that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over 5,000,000 during any one year period without the life prior written authorization of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.07SECTION 14.12. (b) Upon receipt by the Agent of any authorization required pursuant to SECTION 14.12(a) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower or any Guarantor, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or any Guarantor or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations; , (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); , (iii) constituting Property property in which the Credit Parties Parent, Borrower, or Borrower's Subsidiaries owned no interest at the time the security interest Agent's Lien was granted or nor at any time thereafter; , or (iv) constituting property leased to the Credit Parties Parent, Borrower, or Borrower's 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 Collateral, all of the Lenders, or (vz) constituting Equipment whichotherwise, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loanRequired Lenders. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 12.0715.12; provided, however, that (A1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty warranty, and (B2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrower in respect of) all interests retained by the Credit PartiesBorrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent 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 terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Agent's Lien on upon any Collateral Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents made in compliance with SECTION 9.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property property in which the Credit Parties no Borrower owned no an interest at the time the security interest Lien was granted or at any time thereafter; or (iv) constituting property leased to the Credit Parties a Borrower under a lease that which has expired or is been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent's Liens without the prior written authorization of the Lenders; or (v) constituting Equipment whichPROVIDED that the Agent may, in its discretion, release the Agent's Liens on Collateral valued in the aggregate with all other dispositions not in excess of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over 500,000 during any one year period without the life prior written authorization of the loanLenders. Upon request by the Collateral Agent or the Borrower Representative Borrowers at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Agent's Liens on upon particular types or items of Collateral pursuant to this Section 12.07SECTION 14.11. (b) Upon receipt by the Agent of any authorization required pursuant to SECTION 14.11(A) from the Lenders of the Agent's authority to release any Agent's Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the applicable Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent's Liens upon such Collateral; providedPROVIDED, howeverHOWEVER, that (Ai) the Collateral Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien Liens without recourserecourse or warranty, representation, or warranty and (Bii) such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties Borrowers in respect of) all interests retained by the Credit PartiesBorrowers, including, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (bc) The Collateral Agent shall have no obligation whatsoever to any other Participating of the Lenders to assure that the Collateral exists or is owned by the applicable Borrower Borrowers or is cared for, protected, protected or insured or has been encumbered, or that the Lenders’ Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s 's own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Participating Lenders hereby irrevocably authorize the Collateral Agent and any permitted sub-agentAdministrative Agent, at its option and in its sole discretion, to (i) release any Lien on granted to or held by Administrative Agent under any Collateral Security Document (iA) upon the termination of the Commitments Delayed Draw Commitment and payment and satisfaction in full of all Obligations; Obligations or (iiB) constituting property being sold or disposed of if a release is required as part of or desirable in connection therewith with any disposition permitted under any Financing Document (it being understood and if the Borrower Representative certifies in writing agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the Collateral Agent that the sale or other disposition is permitted of property being made in full compliance with the provisions of the Financing Documents), (ii) release or subordinate any Lien granted to or held by Administrative Agent under this Agreement or the other Loan Documents any Security Document constituting property described in Section 5.2(d) (it being understood and the Collateral agreed that Administrative Agent may conclusively rely conclusively on any such certificate, without further inquiryinquiry on a certificate of a Responsible Officer as to the identification of any property described in Section 5.2(d); ), and (iii) constituting Property release any Guarantor from the Guaranty shall be terminated (and release any Lenders Lien granted to or held by Administrative Agent on the assets of such Guarantor and the Equity Interestsequity interests in which the Credit Parties owned no interest such Guarantor shall be terminated) as to any Guarantor) at the such time the security interest was granted or at any time thereafter; (iv) constituting property leased as such Guarantor shall have been designated an Unrestricted Subsidiary pursuant to the Credit Parties under Financing Documents or such Guarantor shallceases to be sold, merged, consolidated, dissolved or liquidated in accordance witha Subsidiary as a lease that has expired or is terminated in result of a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request by the Collateral Administrative Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any such Liens on and/or subordinate particular types or items of Collateral pursuant to this Section 12.0710.9. Each Lender acknowledges that it has received a copy of the Intercreditor Agreements, authorizes the Administrative Agent to enter into the same, and agrees to be bound by its terms. (b) The Administrative Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the security interest, mortgage or liens granted to Administrative Agent upon any Collateral to the extent set forth above; provided, however, that (Ai) the Collateral Administrative Agent shall not be required to execute any such document necessary to evidence such release on terms thatwhich, in the Collateral Administrative Agent’s opinion, would expose the Collateral Administrative Agent to liability or create any obligation obligations or entail any consequence other than the release of such Lien security interest, mortgage or liens without recourse, representation, recourse or warranty and (Bii) other than in connection with the payment in full of all Obligations (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted) and termination of this Agreement, such release shall not in any manner discharge, affect, affect or impair the Obligations or any Liens (other than those expressly being released) security interest in, or mortgage or lien upon (or obligations of the a Credit Parties Party in respect of) all interests the Collateral retained by the any Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the CollateralParty. (bc) The Collateral Administrative Agent shall have no obligation whatsoever to any Lender or any other Participating Lenders person to investigate, confirm or assure that the Collateral exists or is owned by the applicable Borrower any Credit Party or is cared for, protected, protected or insured or has been encumbered, or that any particular items of Collateral meet the Lenders’ Liens eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any of the Financing Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Administrative Agent pursuant to in this Agreement or in any of the Loan other Financing Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the 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 Collateral Administrative Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided hereinLender.

Collateral Matters. (a) The Participating Lenders hereby Agent is authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time to take any action with respect to any Collateral, Parent Collateral or the Collateral Documents or Parent Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral and the Parent Collateral. (b) The Banks irrevocably authorize the Collateral Agent and any permitted sub-agentAgent, at its option and in its sole discretion, to release any Guaranty and to release any Lien on granted to or held by the Agent upon any Collateral or Parent Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all ObligationsLoans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting property being Property sold or to be sold or disposed of if a release is required as part of or desirable in connection therewith and if the Borrower Representative certifies in writing to the Collateral Agent that the sale or with any disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry)hereunder; (iii) constituting Property in which the Credit Loan Parties or any Subsidiary of Loan Parties, or Guarantor, as applicable, owned no interest at the time the security interest Lien was granted or at any time thereafter; (iv) constituting property Property leased to the Credit Loan Parties or any Subsidiary of the Loan Parties or any Guarantor under a lease that which has expired or is been terminated in a transaction permitted under this AgreementAgreement or is about to expire and which has not been, and is not intended by the Loan Parties or such Subsidiary or Guarantor to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vvi) constituting Equipment whichif approved, authorized or ratified in writing by the aggregate with Majority Banks or all other dispositions of Equipment covered by this clause (vthe Banks, as the case may be, as provided in Section 10.01(f), has a fair market value or book value, whichever is less, of three million Dollars ($3,000,000) or less over the life of the loan. Upon request by the Collateral Agent or the Borrower Representative at any time, the Administrative Agent, the Revolving Agent and the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release any such Liens on particular types or items of Collateral or Parent Collateral pursuant to this Section 12.07; provided, however, that 9.10(b). (Ac) the Collateral Agent Each Bank agrees with and in favor of each other (which agreement shall not be required for the benefit of the Loan Parties or any of their respective Subsidiaries) that the Loan Parties' obligation to execute such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any document necessary to evidence real property collateral now or hereafter acquired by such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence Bank other than the release real property described in the Deed of such Lien without recourse, representation, or warranty and (B) such release shall not in any manner discharge, affect, or impair the Obligations Trust or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Collateral Agent shall have no obligation whatsoever to any other Participating Lenders to assure that the Collateral exists or is owned by the applicable Borrower or is cared for, protected, or insured or has been encumbered, or that the Lenders’ Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent Mortgage entered into 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 terms and conditions contained herein, the 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 Collateral Agent shall have no other duty or liability whatsoever to any other Lender as to any of the foregoing, except as otherwise provided herein.