Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion, (i) to release any lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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) if approved, authorized or ratified in writing by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably Secured Party authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of such Lenderthe Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note and each other Secured Party by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders (or such greater number of Lenders as may be required hereunder) in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Secured Parties hereby irrevocably authorizes Agentauthorize the Collateral Agent to release, at its option the Borrower’s sole cost and in its discretion, (i) to release expense, any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Loan Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.5, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Secured Parties or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Secured Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (Ciii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, or to the extent required by Section 12.12(a)), (Dv) in connection with any foreclosure sale or other disposition the release of Collateral after provided in Section 8.15 or (vi) as otherwise may be expressly provided in the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender hereby irrevocably authorizes the Collateral Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by the Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by all the Required Lenders, or (Div) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.13. (c) Subject to (b) aboveSection 9.13(b), the Collateral Agent shall (and is hereby irrevocably authorized by each Lender Lender, to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Collateral Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Guarantor other Loan Party in respect of) all interests retained by the Borrower or any Guarantorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 9.13 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders Each Lender hereby appoint appoints each other Lender as agent for the purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets whichthat, in accordance with Article 9 or Division 9 (as applicable) of the UCC applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore therefore, shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender and LC Issuer hereby irrevocably authorizes and directs Administrative Agent and/or Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such LenderLender and LC Issuer. Each Lender and LC Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and LC Issuer. Administrative Agent is and Collateral Agent are hereby authorized (but not obligated) on behalf of all of the LendersLenders and LC Issuer, without the necessity of any notice to or further consent from any Lender, Lender or LC Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender and LC Issuer hereby irrevocably authorizes authorize Administrative Agent and/or Collateral Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Administrative Agent (or Collateral Agent) under any Loan Document (A) upon termination of the Aggregate Commitments each Lender’s Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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 10.1, if approved, authorized or ratified in writing by all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Administrative Agent or Collateral Agent at any time, each Lender and LC Issuer will confirm in writing Administrative Agent’s and Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.13. (c) Subject to subsection (b) above, Administrative Agent shall (and is Collateral Agent shall, and are hereby irrevocably authorized by each Lender and LC Issuer to), execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent and/or Collateral Agent for the benefit of Agent Administrative Agent, Lenders and the Lenders LC Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) neither Administrative Agent nor Collateral Agent shall not be required to execute any such document on terms which, in Agent’s their opinion, would expose Agent them to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Restricted Person in respect of) all interests retained by Borrower or any Guarantorother Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent and Collateral Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent and Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) Neither Administrative Agent nor Collateral Agent shall have no any obligation whatsoever to any Lender Lender, LC Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Restricted Person or is cared for, protected or insured or that the Liens granted to Administrative Agent or Collateral Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent or Collateral Agent in this Section 9.15 9.13 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to the LendersLenders or LC Issuer. (e) The Lenders Each Lender and LC Issuer hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ and LC Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or LC Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or LC Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefore therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination payment and satisfaction of all of the Aggregate Commitments and payment in full of all Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in the relevant Security Documents or (Dv) as otherwise provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 12.21 hereof. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Administrative Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.1, any action taken by the Required Majority Lenders, in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which that may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender hereby irrevocably authorizes authorize Administrative Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Administrative Agent under any Loan Document (A1) upon termination of the Aggregate all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (B2) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other the Loan DocumentDocuments, (C3) subject to Section 10.1, if approved, authorized or ratified in writing by all the Majority Lenders, or (D4) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Administrative Agent at any time, each Lender will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.12, provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms whichthat, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Restricted Person in respect of) all interests retained by Borrower or any Guarantorother Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Restricted Person or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.15 9.12 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders Each Lender hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets whichthat, in accordance with Article 9 of the UCC UCC, can be perfected only by possession. Should any Lender (other than Administrative Agent) obtain possession of any such Collateral, such Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefore therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Except with respect to the exercise of setoff rights of any Lender hereby irrevocably authorizes or Issuing Bank in accordance with Section 9.08 or with respect to a Lender’s or Issuing Bank’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and directs Agent to enter into agreed that all powers, rights and remedies under the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note may be exercised solely by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by Agent on behalf of the Required Lenders, Secured Parties in accordance with the provisions terms thereof. In the event of this Agreement a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other Loan Documentsdisposition, and the exercise by Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the powers set forth 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 Agent on behalf of the Secured Parties at such sale or other disposition. (b) In case of the pendency of any proceeding with respect to the Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or therein, together with such other powers as are reasonably incidental thereto, by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be authorized entitled and binding upon all of the Lenders. Agent is hereby authorized empowered (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to by intervention in such proceeding 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 Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion,otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Agent (including any claim under Sections 2.09, 2.10, 2.12, 2.13, 2.14 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Agent any amount due to it, in its capacity as the Agent, under the Loan Documents (including under Section 9.03). (c) Each Lender, each Issuing Bank and each of the other Secured Parties irrevocably authorizes the Agent and the Collateral Agent to, and the Agent, the Collateral Agent, each Lender, each Issuing Bank and each of the other Secured Parties each hereby irrevocably agrees with the Borrower to, automatically release any lien Lien on any Collateral and any other property granted to or held by the Agent or the Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification and expense reimbursement obligations) and the expiration or termination of all Letters of Credit), (Bii) that is sold the subject of a Disposition or to be sold as part other transfer permitted under and accomplished in accordance with the terms of or in connection with any sale permitted hereunder or under any other the Loan DocumentDocuments, (Ciii) if approved, authorized or ratified in writing by all Lenders, in accordance with Section 9.02(b) or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (iiiv) to subordinate the extent that the property constituting such Collateral is owned by any Lien on any property granted to or held by Agent Guarantor Subsidiary, upon the release of such Guarantor Subsidiary from its obligations under any Loan Document to the holder of any Lien on such property that is permitted by this Security Agreement or any other Loan Documentin accordance clause (d) below. Upon request by the Borrower or the Agent at any time, each Lender the Required Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in any Guarantor Subsidiary or particular types or items of Collateral property pursuant to this Section 9.15(b). (c) Subject to (b) aboveArticle VIII. In each case as specified in this Article VIII, the Agent shall will, at the Borrower’s expense (and is the Lenders and Issuing Banks hereby irrevocably authorized by each Lender authorize the Agent to), execute and deliver to the applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release of such Guarantor Subsidiary or subordination item of Collateral from the assignment and security interest granted under the Loan Documents in accordance with the terms of the Liens granted to Agent for the benefit of Agent Loan Documents and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the salethis Article VIII, all of which shall continue to constitute part of without the Collateral. In the event further consent or joinder of any sale Lender 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 foreclosureIssuing Bank. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared forIn addition, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and Issuing Banks hereby irrevocably agree that Agent any Guarantor Subsidiary shall have no duty or liability whatsoever to be automatically released from the Lenders. (e) The Lenders hereby appoint each other Lender as agent for guaranty under the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession Security Agreement upon consummation of any transaction not prohibited hereunder resulting in such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral Guarantor Subsidiary ceasing to Agent constitute a Subsidiary of Intermediate Holdings or in accordance with Agent’s instructionsotherwise becoming an Immaterial Subsidiary.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Collateral Agents irrevocably authorize the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, an Event of Default, to take any action with respect to any Foreign Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion,Permitted Discretion: (i) to release any lien Lien or any other claim on any property Foreign Collateral granted to or held by Agent the Foreign Collateral Agent, for the benefit of the Secured Parties, under any Loan Foreign Collateral Document (A) upon termination the Discharge of the Aggregate Commitments and payment in full of all ABL Obligations (other than contingent indemnification obligations) and the expiration or termination Discharge of all Letters of Creditthe LC Obligations, as applicable, in which case such Lien shall only be released with respect to the Obligations so Discharged; (B) 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 hereunder or under any other Loan Documentthe Foreign Collateral Documents, ABL Documents and LC Documents or (C) if approved, authorized or ratified in writing by all Lenders, or (D) in connection accordance with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; andSection 6.08(b). (iib) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Foreign Collateral Agent at any time, each Lender the Controlling Parties will confirm in writing the Foreign Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant property or take any other action necessary to administer the Foreign Collateral. In each case, as specified in this Section 9.15(b)6.08, the Foreign Collateral Agent will, at the Grantors’ joint and several expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Foreign Collateral from the assignment and security interest granted under the Foreign Collateral Documents or to subordinate its interest in such item, or to release such Grantor from its obligations under the Foreign Collateral Documents, in each case in accordance with the terms hereof and the terms of the Foreign Collateral Documents. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) The Foreign Collateral Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Foreign Collateral, the existence, priority or perfection of the Foreign Collateral Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of CollateralLien thereon, or any foreclosure with respect certificate prepared by any Grantor in connection therewith, nor shall the Foreign Collateral Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Foreign Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the Issuing Lender hereby irrevocably authorizes and directs the Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such Lender and the Issuing Lender. Each Lender and the Issuing Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0111.2, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan 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 LendersIssuing Lender. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersIssuing Lender, without the necessity of any notice to or further consent from any Lender, Lender or the Issuing Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender and the Issuing Lender hereby irrevocably authorizes authorize the Agent, at its option and in its discretion,: (i) to release any lien Lien on any property granted to or held by the Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the Issuing Lender 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) that is sold, transferred, assigned, financed or otherwise disposed of in connection with an Energy Conservation Project or Renewable Energy Project, (D) subject to Section 11.2, if approved, authorized or ratified in writing by all the Required Lenders, or (DE) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of DefaultDefault or (F) as otherwise provided under Section 11.13; and (ii) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Agent at any time, each Lender and the Issuing Lender will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.12. (c) Subject to (b) above, the Agent shall (and is hereby irrevocably authorized by each Lender to)and the Issuing Lender, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of Agent the Agent, the Lenders and the Lenders Issuing Lender herein or pursuant hereto upon the applicable Collateral; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Guarantor other Credit Party in respect of) all interests retained by the Borrower or any Guarantorother Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Lender, the Issuing Lender or any other Person to assure that the Collateral exists or is owned by the Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 10.12 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the LendersLenders or the Issuing Lender. (e) The Lenders Each Lender and the Issuing Lender hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ and the Issuing Lender’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the Issuing Lender (other than the Agent) obtain possession of any such Collateral, such Lender or the Issuing Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefore therefor shall deliver such Collateral to the Agent or in accordance with the Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for and the benefit of such LenderIntercreditor Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral, subject to the provisions of the Intercreditor Agreement, (Ai) upon termination of the Aggregate Commitments and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsthe U.S. Borrower and its Subsidiaries) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Section 9.02, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted extent required by this Agreement or any other Loan DocumentSection 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments Existing Letter of Credit Exposure and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in the relevant Security Documents or (Dv) as otherwise provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 12.21 hereof. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan 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 LendersL/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, 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 related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorizes authorize Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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 all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.11. (c) Subject to clause (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 Lenders L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Loan Party in respect of) all interests retained by Borrower or any Guarantorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 9.11 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the LendersL/C Issuer. (e) The Lenders Each Lender and the L/C Issuer hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefore therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except Except as otherwise set forth expressly provided for in Section 11.01this Agreement, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion, (i) to release any lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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) if approved, authorized or ratified in writing by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by Borrower or any other Person Loan Party (provided Agent agrees with Lenders to conduct at least one collateral audit in each Fiscal Year) or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Borrowing Base, or whether any particular reserves are appropriate, or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Section 9.15 Agreement or in any of the other Loan Documents as they relate to the CollateralDocuments, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s 's own interest in the Collateral as one of the Lenders a Lender and that Agent shall have no duty or liability whatsoever to the Lendersany other Lender, other than liability for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (eb) The Lenders Each Lender hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ ' security interest in assets which, in accordance with Article 9 of the UCC Code can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, thereof and, promptly upon Agent’s 's request therefore therefor, shall deliver such Collateral to Agent or in accordance with Agent’s 's instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsthe Borrower and its Subsidiaries) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Section 10.02, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.09. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.09 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent is hereby authorized (but not obligatedrequired) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents related thereto which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender The Agent is hereby irrevocably authorizes Agentauthorized, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Agent under upon any Loan Document Collateral: (Ai) upon termination of the Aggregate Commitments and payment in full of all Loans and all other Obligations then payable under this Agreement and under any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting Property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) consisting of an instrument evidencing Indebtedness or under of any other Loan Documentdebt instrument, if the Indebtedness evidenced thereby has been paid in full; or (Civ) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 9.1(f). Upon request by the Agent at any time, each Lender the Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(bsubsection 8.10(b). (c) Subject to Each Lender agrees with and in favor of each other Lender (b) above, Agent which agreement shall (and is hereby irrevocably authorized by each Lender to), execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect ofof its Subsidiaries) all interests retained that the Borrower’s obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or hereafter securing any obligations of the Borrower or any Guarantorof its Subsidiaries to such Lender, including whether or not the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosuresame constitutes Collateral hereunder. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. The Company shall have delivered to the Investors (aor any Collateral Agent on their behalf) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion, following: (i) to release any lien on any property granted to confirmation that all UCC-1 financing statements and other filings necessary or held by Agent under any Loan Document (A) upon termination appropriate in the reasonable opinion of the Aggregate Commitments and payment in full Investors to perfect the security interests of all Obligations the Investors (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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) if approved, authorized or ratified in writing by all Lenders, or (DCollateral Agent on their behalf) in connection with any foreclosure sale or other disposition of the Collateral after the occurrence of an Event of Defaulthave been accepted for filing; and (ii) to subordinate any Lien on any property granted to such lien and judgment searches as the Investors have reasonably requested, and such termination statements or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any timedocuments, each Lender will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender to), execute such documents as may be necessary to evidence confirm that the release Collateral is subject to no other security interests in favor of any Persons other than Permitted Liens; (iii) the certificates or subordination instruments representing any pledged Collateral, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto; (iv) if as of the Liens granted date of the Initial Closing any Collateral is located on any premises in which any third party has an interest, such bailee agreement, subordination agreement, landlord waiver agreement or collateral access agreement, as applicable, duly executed by such third party, as the Investors shall reasonably request; (v) evidence that all other actions necessary or appropriate in the reasonable opinion of the Investors to Agent for perfect and protect the benefit security interests in the Collateral have been taken, including such account control agreements in favor of Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that Investors (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect ofCollateral Agent on their behalf) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any the Company’s deposit and securities accounts, executed by each applicable bank, broker or other securities intermediary as the Investors shall reasonably request; and (vi) evidence of satisfactory insurance coverage, together with evidence that the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. Investors have been named (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or Agent on their behalf has been named) as loss payee under all policies of property insurance and as additional insured or that the Liens granted to Agent herein or in any under all policies of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lendersinsurance. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan 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 LendersL/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, 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 related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C issuer hereby irrevocably authorizes authorize Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made)) 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 all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender to)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 Lenders L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Loan Party in respect of) all interests retained by Borrower or any Guarantorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 9.12 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the LendersL/C Issuer. (e) The Lenders Each Lender and the L/C Issuer hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefore therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary or desirable to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments Total Commitment and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and the expiration Subsidiary Guarantors) upon the sale or termination of all Letters of Creditother disposition thereof in compliance with Section 8.02, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 11.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.10. (c) Subject The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to (b) above, Agent shall (release any Subsidiary Guarantor from its obligations under the Guaranty and is hereby irrevocably authorized Collateral Agreement if expressly provided for by each Lender to), execute such documents as may be necessary to evidence the release or subordination terms of the Liens granted to Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosurethis Agreement. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to or during an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (Ai) upon termination payment and satisfaction of all of the Aggregate Commitments and payment in full of all Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 11.13) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Facility Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.11. (c) Subject to (b) aboveThe Lenders hereby agree to, Agent shall (and is hereby irrevocably authorized by each Lender to), execute such documents as may be necessary to evidence direct the release or subordination of the Liens granted to Agent for the benefit of Facility Agent and the Lenders herein or pursuant hereto upon Collateral Agent to, automatically release any Subsidiary Guarantor from the applicable Collateral; provided that Subsidiaries Guaranty (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence upon payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the release Credit Documents or subordination of such Liens without recourse the transactions contemplated hereby or warranty and thereby, (ii) such release that is wound up, liquidated, dissolved, merged consolidated or subordination shall not amalgamated in any manner dischargecompliance with Section 8.02, affect (iii) if approved, authorized or impair ratified in writing by the Obligations or any Liens upon Required Lenders (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the saleLenders hereunder, all of which shall continue to constitute part of the Collateral. In extent required by Section 11.13) or (iv) as otherwise may be expressly provided 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 foreclosureSubsidiaries Guaranty. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ei) The Lenders hereby appoint each Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other Lender as agent proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (e)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the purpose Collateral; (D) receive any proceeds from any sale, transfer or other disposition of perfecting any of the Lenders’ security interest in assets which, Collateral (except in accordance with Article 9 this Agreement); (E) oppose any sale, transfer or other disposition of the UCC can Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be perfected only deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by possessionlaw, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10.11(e)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. Should To the maximum extent permitted by applicable law, none of either Agent or any Lender (other than Agent) obtain possession or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any such CollateralCollateral upon the request of Parent, such Lender shall notify Agent any Subsidiary of Parent, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, and, promptly upon Agent’s request therefore shall deliver except for any such Collateral action or failure to Agent act that constitutes willful misconduct or in accordance with Agent’s instructionsgross negligence of such Person.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan 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 LendersL/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, 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 related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender and the L/C Issuer hereby irrevocably authorizes authorize Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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 all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.11. (c) Subject to subsection (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 Lenders L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Loan Party in respect of) all interests retained by Borrower or any Guarantorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 9.11 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the LendersL/C Issuer. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of (to Persons other than contingent indemnification obligationsthe Borrower and its Subsidiaries) and upon the expiration sale or termination of all Letters of Credit, disposition thereof in compliance with Section 9.02 or (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (unless such release is required to be approved by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder). Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (b5) aboveBusiness Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender the Lenders to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided Collateral that was sold or transferred, provided, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower any Credit Party or any Guarantor of its Subsidiaries in respect of) all interests retained by Borrower any Credit Party or any Guarantorof its Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower any Credit Party or any other Person of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) to the extent the Borrower or any of its Subsidiaries enters into any operating lease which does not cause a violation of the terms of this Agreement, the Collateral Agent is authorized to enter into such disclaimers of a security interest in the assets subject to such operating lease, or such releases or subordinations of the assets subject to such operating lease, as may be reasonably requested by the Borrower or such Subsidiary in connection therewith and (ii) in connection with the incurrence of any Indebtedness permitted to remain outstanding pursuant to Section 9.04(iv), at the reasonable request of the Borrower, the Collateral Agent shall, and is hereby authorized to, enter into such releases or subordinations of security interests in the assets securing such Indebtedness in accordance with the relevant requirements of Section 9.01, all as may be requested by the Borrower. In taking any actions pursuant to the requirements of this Section 12.10(e), the Collateral Agent shall be entitled to rely on a certificate of an officer of the Borrower as to its entitlement to such release, subordination or other action, and shall have no liability in connection therewith.". 12. The Lenders hereby appoint each other Lender waive any Event of Default that may have arisen pursuant to Section 10.01 of the Credit Agreement or Section 3 of the Consent and Agreement to Credit Agreement, dated as agent for of July 31, 2002, among the purpose Borrower, the Lenders and the Administrative Agent (the "Consent"), solely as result of perfecting the Lenders’ security interest in assets whichfailure of the Borrower to apply the Net Sale Proceeds from the sale of the capital stock of Manitowoc Boom Trucks, Inc. (the "Boom Trucks Proceeds") in accordance with Article 9 the requirements of Sections 4.02(e), (i) and (j) of the UCC can be perfected Credit Agreement or Section 2(i) of the Consent, as the case may be, so long as (and only by possession. Should any Lender so long as) the Borrower uses cash on hand or the proceeds of Revolving Loans (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or incurred in accordance with Agent’s instructionsthe relevant requirements of the Credit Agreement) in an amount equal to the amount of the Boom Trucks Proceeds on the last day of the first Interest Period applicable to any Borrowing of Term Loans to expire after the Second Amendment Effective Date (or, if the Second Amendment Effective Date has not occurred on or prior to February 6, 2003, the Business Day following the Second Amendment Effective Date), to repay Term Loans in accordance with the requirements of Section 4.01(a) of the Credit Agreement.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such LenderLender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan 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 LendersL/C Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, 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 related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender and the L/C Issuer hereby irrevocably authorizes authorize Administrative Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit, (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 all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Administrative Agent at any time, each Lender and the L/C Issuer will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.11. (c) Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the Lenders L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Loan Party in respect of) all interests retained by Borrower or any Guarantorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.15 9.11 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the LendersL/C Issuer. (e) The Lenders Each Lender and the L/C Issuer hereby appoint appoints each other Lender as agent Administrative Agent for the purpose of perfecting the Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefore therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments Total Commitment and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination payment and satisfaction of all of the Aggregate Commitments and payment in full of all Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Parent and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 11.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such the Lenders and the other Secured Creditors. In addition, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the intercreditor agreements required in connection with the issuance of Permitted First Lien Notes and Permitted Second Lien Notes (which interecreditor agreements shall be deemed to constitute Security Documents for all purposes of this Agreement) and any amendments to the Security Documents that may be necessary in connection therewith for the benefit of the Lenders and the Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents or other disposition the last sentence of Collateral after the occurrence each of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSections 10.01 and 10.02. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.10; provided that any Lender that does not respond to such request within fifteen days of it being made by the Collateral Agent shall have deemed to have confirmed the Collateral Agent’s authority to release the Collateral. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender to), execute such documents as may be necessary to evidence the release or subordination Anything contained in any of the Liens granted Credit Documents to Agent for the benefit of Agent contrary notwithstanding, the Borrower, the Agents and the Lenders herein or pursuant hereto upon the applicable Collateral; provided each Secured Creditor hereby agree that (i) Agent no Secured Creditor shall not be required have any right individually to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens realize upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised by the Administrative Agent, on behalf of the Secured Creditors in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent or on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral or any Lender may be the purchaser or licensor 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 Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be authorized to deduct entitled, for the purpose of bidding and making settlement or payment of the purchase price for all expenses reasonably incurred by Agent from or any portion of the proceeds of Collateral sold at any such public sale, transfer 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 foreclosure. (d) other disposition. The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably Bank authorizes and directs the Collateral Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such Lenderthe Banks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Banks in accordance with the provisions of this Agreement Agreement, or by the other Loan Required Secured Creditors under the Collateral Documents, and the exercise by the Required Lenders Banks or Required Secured Creditors, as the case may be, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any Lender, from time to time prior to, an Event of DefaultBank, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender The Banks hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , upon the direction of the Agent to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (other than contingent indemnification obligationsii) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Collateral Agent if the Borrower certifies to the Collateral Agent that the sale or disposition is made in compliance with this Agreement and the expiration Existing Credit Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry) or termination of all Letters of Credit, (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, (Ciii) if approved, authorized or ratified in writing by the Required Banks or Required Secured Creditors, as the case may be, unless such release is required to be approved by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentBanks hereunder. Upon request by the Agent at any time, each Lender the Banks will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement and the Existing Credit Agreement, or consented to in writing by the Required Banks or Required Secured Creditors, as the case may be, or all of the Banks, as applicable, and upon at least five (b5) aboveBusiness Days' prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender the Banks to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of Agent and the Lenders Banks herein or pursuant hereto upon the applicable CollateralCollateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Guarantor of its Subsidiaries in respect of) all interests retained by the Borrower or any Guarantorof its Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Banks or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Person of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.10 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders Banks and that the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its gross negligence or willful misconduct. (e) The Lenders hereby appoint each other Lender It is acknowledged and agreed by all the Banks that (i) the priorities with respect to the Collateral are as agent for set forth in the purpose Collateral Documents and are expressly subject to the provisions of perfecting Section 11 hereof and (ii) to the Lenders’ security interest in assets which, in accordance with Article 9 extent the provisions of the UCC can be perfected only by possession. Should Collateral Documents are inconsistent with any Lender (other than Agent) obtain possession of any such Collateralthe provisions of this Section 10, such Lender the provisions of the respective Collateral Document shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructionsprevail.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Intermediate Holdings, the Borrower and the expiration Restricted Subsidiaries) upon the sale or termination of all Letters of Creditother disposition thereof in compliance with Section 6.04, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 9.08) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on relevant documentation granting such property that is permitted by this Agreement or any other Loan DocumentLien. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)8.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 8.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) The Lenders hereby appoint each other Lender as agent for To the purpose of perfecting extent required by any applicable laws, the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should Administrative Agent may withhold from any payment to any Lender (other than including, for the avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) obtain possession incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of any such Collateral, the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall notify be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent thereofto set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, andany assignment of rights by, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructionsthe replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender hereby The Lenders irrevocably authorizes and directs authorize Administrative Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan DocumentsCollateral Agent, as applicable, at their option and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lendersin their discretion, 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 Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion,Secured Parties: (i) to release any lien Lien on any property granted to or held by the Collateral Agent under any Loan Security Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification indemnifications obligations) and the expiration or termination of all Letters of Credit), (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, as contemplated by Section 9.17 or (C) subject to Section 9.1, if approved, authorized or ratified in writing by all the Required Lenders, or (D) in connection ; *Information marked with any foreclosure sale or other disposition of Collateral after an asterisk herein has been omitted and filed separately with the occurrence of an Event of Default; andCommission pursuant to a request for confidential treatment. (ii) to subordinate take any Lien on actions with respect to any property Collateral or Security Documents which may be necessary or desirable to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted to or held by Agent under any Loan Document pursuant to the holder Security Documents or for the preservation or protection of Collateral; and (iii) to take any Lien on such property that is permitted by this Agreement action in exigent circumstances as may be reasonably necessary or desirable to preserve any other rights or privileges of the Secured Parties under the Loan Document. Documents or applicable Legal Requirements. (b) Upon the request by of the Collateral Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)8.9. (c) Subject to (b) above, Agent shall (and is The Borrower hereby irrevocably authorized by appoints each Lender Agent as the Borrower’s attorney-in-fact, with full authority to), execute such documents as may be necessary to evidence after the release or subordination occurrence and continuance of an Event of Default, act for the Borrower and in the name of the Liens granted to Agent for the benefit of Agent and the Lenders herein or pursuant hereto Borrower to, in such Agent’s discretion upon the applicable Collateral; provided that occurrence and during the continuance of an Event of Default, (i) Agent shall not be required file one or more financing or continuation statements, and amendments thereto, relative to execute all or any such document on terms whichpart of the Collateral without the signature of the Borrower where permitted by law, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release to receive, endorse, and collect any drafts or subordination shall not in any manner dischargeother instruments, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantordocuments, including the proceeds of the sale, all of and chattel paper which shall continue to constitute are part of the Collateral. In the event , (iii) to ask, demand, collect, s▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any sale or transfer of the Collateral, (iv) to file any claims or take any foreclosure action or institute any proceedings which such Agent may reasonably deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral, Agent shall be authorized Collateral and (v) if the Borrower fails to deduct all expenses reasonably incurred by Agent from perform any covenant contained in this Agreement or the proceeds other Security Documents after the expiration of any applicable grace periods, either Agent may itself perform, or cause performance of, such salecovenant, transfer or foreclosureand the Borrower shall pay for the expenses of the Agents incurred in connection therewith in accordance with Section 9.4. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) The powers conferred on the Agents under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, each Agent and each Lender shall have no obligation whatsoever duty with respect to any Lender Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other Person rights pertaining thereto. Each Agent shall be deemed to assure that have exercised reasonable care in the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the Liens granted to Agent herein or in any custody and preservation of the Collateral Documents in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither Agent nor any Lender shall be liable or pursuant hereto responsible for any loss or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled damage to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or for any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest diminution in the Collateral as one value thereof, by reason of the Lenders and that Agent shall have no duty act or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession omission of any such Collateralwarehouseman, such Lender shall notify carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrower or selected by any Agent thereof, and, promptly upon Agent’s in good faith. *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructionsfor confidential treatment.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, , to (i1) to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 11.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 14.12) or (Div) as otherwise may be expressly provided in connection with the relevant Security Documents, and (2) release any foreclosure sale Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under the Credit Documents or other disposition of Collateral after is otherwise permitted to be released from the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document applicable Guaranty pursuant to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentCredit Documents. Upon request by any Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral or Guarantors from its obligations under the Subsidiaries Guaranty pursuant to this Section 9.15(b)13.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 13.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents related thereto which may be necessary to perfect and maintain a perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Loan Documents. (b) Each Lender hereby The Lenders irrevocably authorizes authorize the Agent, at its option and in its reasonable discretion, , to the full extent set forth in Section 13.9(d) hereof, (i1) to release or terminate any lien on any property Lien granted to or held by the Agent under upon any Loan Document Collateral (Aa) upon termination of the Aggregate Commitments and payment in full of all Obligations Indebtedness payable under this Agreement and under any other Loan Document; (other than contingent indemnification obligationsb) and the expiration or termination of all Letters of Creditconstituting property (including, (Bwithout limitation, Equity Interests in any Person) that is sold or to be sold or disposed of as part of or in connection with any sale permitted hereunder disposition (whether by sale, by merger or under by any other Loan Document, form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (Cc) constituting property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by all the Majority Lenders, or all the Lenders, as the case may be, as provided in Section 13.9; (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii2) to subordinate any the Lien on any property granted to or held by the Agent under on any Loan Document Collateral to the any other holder of any a Lien on such property that Collateral which is permitted by this Agreement Section 8.2(b) hereof; and (3) if all of the Equity Interests held by the Credit Parties in any Person are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement, to release such Person from all of its obligations under the Loan DocumentDocuments (including, without limitation, under any Guaranty). Upon request by the Agent at any time, each Lender the Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b12.11(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, or during, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate all Commitments and payment and satisfaction in full of all the Obligations (other than contingent indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is sold or otherwise disposed of (to be sold as part of Persons other than the Parent Guarantor and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 8.02, (iii) in connection with any sale permitted hereunder or under any other Loan DocumentFlag Jurisdiction Transfer, provided that the requirements thereof are satisfied by the relevant Credit Party, and (Civ) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 11.13) or (Dv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ei) The Lenders hereby appoint each Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other Lender as agent proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the purpose Collateral; (D) receive any proceeds from any sale, transfer or other disposition of perfecting any of the Lenders’ security interest in assets which, Collateral (except in accordance with Article 9 this Agreement); (E) oppose any sale, transfer or other disposition of the UCC can Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be perfected only deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by possessionlaw, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. Should To the maximum extent permitted by applicable law, none of either Agent or any Lender (other than Agent) obtain possession or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any such CollateralCollateral upon the request of the Parent Guarantor, such Lender shall notify Agent any Subsidiary of the Parent Guarantor, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, and, promptly upon Agent’s request therefore shall deliver except for any such Collateral action or failure to Agent act that constitutes willful misconduct or in accordance with Agent’s instructionsgross negligence of such Person.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent is hereby authorized (but not obligatedrequired) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents related thereto which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender hereby The Lenders irrevocably authorizes authorize the Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Agent under upon any Loan Document Collateral: (Ai) upon termination of the Aggregate Commitments and payment in full of all Loans and all other Obligations then payable under this Agreement and under any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting Property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) consisting of an instrument evidencing Indebtedness or under of any other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Civ) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 9.1(f). Upon request by the Agent at any time, each Lender the Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(bsubsection 8.10(b). (c) Subject to Each Lender agrees with and in favor of each other Lender (b) above, Agent which agreement shall (and is hereby irrevocably authorized by each Lender to), execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect ofof its Subsidiaries) all interests retained that the Borrower's obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or hereafter securing any obligations of the Borrower or any Guarantorof its Subsidiaries to such Lender, including whether or not the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosuresame constitutes Collateral hereunder. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, , to (i) to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (A) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (B) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than a Credit Party) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (C) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, or to the extent required by Section 13.12), (D) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below or (E) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and relevant Security Documents, (ii) at the request of the U.S. Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by this Agreement Section 10.01 but only to the extent Section 10.01 permits such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents and (iii) to release any Subsidiary Guarantor from its obligations under any Credit Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or any other Loan Documentdesignation permitted hereunder. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral or guarantees pursuant to this Section 9.15(b)12.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by either Borrower or any other Person of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) The Lenders hereby appoint each other Lender as agent for For greater certainty, and without limiting the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 powers of the UCC can be perfected only Collateral Agent hereunder or under any of the other Credit Documents, the Borrowers hereby acknowledge that the Collateral Agent shall, for purposes of holding any security granted by possession. Should any Lender (other than Agent) obtain possession Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of any such CollateralCredit Party under any bond or debenture (the Quebec Secured Obligations), such be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or debenture. Each Lender, for itself and for all present and future affiliates that are or may become a Lender, hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by each Credit Party in the Province of Quebec to secure the Quebec Secured Obligations. Each assignee (for itself and for all present and future affiliates) of a Lender shall notify be deemed to have confirmed and ratified the constitution of the Collateral Agent thereofas the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation. The substitution or replacement of the Administrative Agent pursuant to Section 12.10 shall also constitute the substitution or replacement of the fondé de pouvoir. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), andthe Collateral Agent may acquire and be the holder of any bond or debenture. The Borrowers hereby acknowledge that such bond or debenture constitutes a title of indebtedness, promptly upon as such term is used in Article 2692 of the Civil Code of Quebec. The fondé de pouvoir shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies given to the fondé de pouvoir pursuant to any hypothec, bond, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent’s request therefore shall deliver , mutatis mutandis, including, without limitation, all such Collateral provisions with respect to Agent the liability or in accordance with Agent’s instructionsresponsibility to an indemnification by the Lender, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.

Collateral Matters. (a) Each Lender The Lenders hereby irrevocably authorizes authorize (and directs Agent to enter by entering into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agreesa Bank Product Agreement, and each holder of any Note by the acceptance thereof will Bank Product Provider shall be deemed to agreeauthorize) Agent to release any Lien on any of the Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations, thator (ii) constituting property being sold or disposed of if Administrative Borrower or any Loan Party certifies to Agent that the sale or disposition is not prohibited by Section 6.4 (and Agent may rely conclusively on any such certificate, except as otherwise set forth without further inquiry), or (iii) constituting property in Section 11.01which any Loan Party did not own an interest at the time the security interest, mortgage or lien was granted or at any action taken time thereafter, or (iv) having a value in the aggregate in any twelve (12) month period of less than $5,000,000, and to the extent Agent may release its Lien on any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by the Required Lenders, in accordance with or (v) if required or permitted under the provisions terms of this Agreement or any of the other Loan Documents, including any intercreditor agreement, or (vi) constituting property leased to a Loan Party under a lease that has expired or is terminated, or (vii) subject to Section 14.1 and the exercise Security Agreement, if the release is approved, authorized or ratified in writing by the Required Lenders Lenders. In no event shall the consent or approval of the powers set forth an Issuing Lender to any release of Collateral be required. Nothing contained herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of construed to require the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity consent of any notice Bank Product Provider to or further consent from any Lender, from time to time prior to, an Event release of Default, to take any action with respect to any Collateral or termination of security interests in any Collateral. Upon request by Agent or any Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral Documents related thereto which may pursuant to this Section 15.11; provided, that, (1) Agent shall not be required to execute any document necessary to perfect evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and maintain perfected (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Loan Party, including, the Collateral granted pursuant proceeds of any sale, all of which shall continue to such loan Documents. (b) Each Lender constitute part of the Collateral. The Lenders further hereby irrevocably authorizes 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, (i) to release any lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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) if approved, authorized or ratified in writing by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property that is permitted if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) The Loan Parties and the Lenders hereby irrevocably authorize (and by this Agreement entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (A) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code or other Loan Document. Upon request bankruptcy or insolvency laws, including under Section 363 of the Bankruptcy Code, (B) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code or the PPSA, including pursuant to Sections 9-610 or 9-620 of the Code, or (C) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any time, each Lender will confirm in writing Agent’s authority to release or subordinate its interest in particular types the asset or items assets purchased by means of Collateral pursuant such credit bid) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to this Section 9.15(breceive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender of the Lenders (or any other Person the Bank Product Providers) to assure that the Collateral exists or is owned by Borrower or any other Person a Loan Party or is cared for, protected protected, or insured or has been encumbered, or that the Agent’s 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 that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in pursuant to any of the Loan Documents as they relate to the CollateralDocuments, 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, Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agentor Bank Product Provider) obtain possession as to any of any such Collateralthe foregoing, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructionsexcept as otherwise provided herein.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Administrative Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender hereby irrevocably authorizes Administrative Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (Ciii) subject to Section 10.1, if approved, authorized or ratified in writing by all the Required Lenders, or (Div) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and; (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document; and (iii) to execute, deliver and perform its obligations under the Intercreditor Agreement. Upon request by Administrative Agent at any time, each Lender will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.12. (c) Subject to (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender Lender, to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Loan Party in respect of) all interests retained by Borrower or any Guarantorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.15 9.12 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders Each Lender hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Administrative Agent) obtain possession of any such Collateral, such Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefore shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsthe Credit Parties) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Sections 10.05 or 10.06, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents. The Lenders hereby authorize (i) the Collateral Agent to release (or other disposition of Collateral after the occurrence of an Event of Default; and (iisubordinate) to subordinate any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral consisting of Receivables or Related Assets sold pursuant to any Auto Supplier Support Transaction and (ii) the holder of Administrative Agent and the Collateral Agent to consent to any Lien on such property that is permitted by this Agreement or Auto Supplier Support Transaction and enter into any other Loan Documentrelated documentation required in connection with the Credit Parties’ participation in the Auto Supplier Support Program. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate its interest in subordinate) particular types or items of Collateral pursuant to this Section 9.15(b)12.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower any Credit Agreement Party or any other Person of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to appoint a collateral agent, security trustee, trustee or Person serving in a similar capacity, including an Affiliate of the Collateral Agent, in such foreign jurisdiction and authorize such collateral agent, security trustee, trustee or Person serving in a similar capacity to enter into any Foreign Security Documents governed by the laws of such jurisdiction for the benefit of the Lenders and the other Secured Creditors. Each such collateral agent, security trustee, trustee or Person serving in a similar capacity shall be entitled to all of the benefits afforded the Collateral Agent hereunder (including, but not limited to the benefits under Section 12.07 and Section 13.01) and the powers of the Collateral Agent under the Section 12, as if such collateral agent, security trustee, trustee or Person serving in a similar capacity were the Collateral Agent hereunder. (e) The Lenders hereby appoint authorize the Collateral Agent and each such collateral agent, security trustee, trustee or Person serving in a similar capacity referred to in the Section 12.11(d) to enter into any intercreditor arrangements to reflect the relative Lien priority of, or right to receive proceeds from Collateral securing, the DIP Facility relative to the Prepetition Facility and such other Lender matters as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can may be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructionsincidental thereto.

Collateral Matters. (a) Each Lender hereby irrevocably Bank authorizes and directs the Collateral Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such Lenderthe Banks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Majority Banks in accordance with the provisions of this Credit Agreement or the other Loan Collateral Documents, and the exercise by the Required Lenders Majority Banks of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. The Administrative Agent is and the Collateral Agent are hereby authorized (but not obligated) on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender The Banks hereby irrevocably authorizes authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full in cash and satisfaction of all of the Obligations (other than contingent indemnification obligations) those expressly stated to survive termination of this Agreement, the repayment of the Loans and the expiration or termination of all Letters the Commitments) at any time arising under or in respect of Creditthis Agreement or the Loan Documents or the transactions contemplated hereby or thereby (including any required Cash Collateralization), (Bii) that is constituting property being sold or disposed of upon receipt of the proceeds of such sale required (if applicable) to be sold as part of delivered to the Administrative Agent if the Company certifies to the Administrative Agent that the sale or disposition is made in connection compliance with Section 8.02 (and the Administrative Agent may rely conclusively on any sale permitted hereunder or under any other Loan Documentsuch certificate, without further inquiry), (Ciii) if approved, authorized or ratified in writing by the Majority Banks, unless such release is required to be approved by all Lenders, of the Banks hereunder or (Div) constituting Cash, Cash Equivalents or Qualifying Investments used for the purposes set forth in connection with any foreclosure sale Section 8.01(u); provided that at the time of such release no Default or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentDefault shall have occurred and be continuing. Upon request by the Administrative Agent at any time, each Lender the Banks will confirm in writing the Administrative Agent’s 's and the Collateral Agent's authority or to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Majority Banks or all of the Banks, as applicable and upon at least five (b5) aboveBusiness Days, prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender the Banks to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Administrative Agent and the Lenders Banks herein or pursuant hereto to this Agreement upon the applicable CollateralCollateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower the Company or any Guarantor of its Restricted Subsidiaries in respect of) all interests retained by Borrower the Company or any Guarantorof its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateralcollateral, or any foreclosure with respect to any of the Collateralcollateral, the Administrative Agent and the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to any Lender the Banks or to any other Person to assure that the Collateral exists or is owned by Borrower the Company or any other Person of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto to this Agreement have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 9.15 10.10 or to the Collateral Agent in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent’s 's and the Collateral Agent's own interest in the Collateral as one of the Lenders Banks and that the Administrative Agent and the Collateral Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent Banks, except for their gross negligence or willful misconduct; provided that the Administrative Agent has prepared for the purpose of perfecting Company's execution financing statements on form UCC-1 or UCC-3 in each jurisdiction in which the Lenders’ security interest Company has advised the Administrative Agent that it has Collateral and has arranged for appropriate recordation thereof in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any each such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructionsjurisdiction.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, or during, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Security Documents. (ba) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate all Commitments and payment and satisfaction in full of all the Obligations (other than contingent indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe trans-actions contemplated hereby or thereby, (Bii) that is sold or otherwise dis-posed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 8.02, (iii) in connection with any sale permitted hereunder or under any other Loan DocumentFlag Jurisdiction Transfer, provided that the requirements thereof are satisfied by the relevant Credit Party, and (Civ) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 11.13) or (Dv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ei) The Lenders hereby appoint each Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other Lender as agent proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the purpose Collateral; (D) receive any proceeds from any sale, transfer or other disposition of perfecting any of the Lenders’ security interest in assets which, Collateral (except in accordance with Article 9 this Agreement); (E) oppose any sale, transfer or other disposition of the UCC can Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be perfected only deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by possessionlaw, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in this Section 10.10(d)(iii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. Should To the maximum extent permitted by applicable law, none of either Agent or any Lender (other than Agent) obtain possession or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any such CollateralCollateral upon the request of the Borrower, such Lender shall notify Agent any Subsidiary of the Borrower, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, and, promptly upon Agent’s request therefore shall deliver except for any such Collateral action or failure to Agent act that constitutes willful misconduct or in accordance with Agent’s instructionsgross negligence of such Person.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsthe Credit Parties) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Sections 10.05 or 10.06, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower any Credit Agreement Party or any other Person of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such Lenderthe Lenders. Each Lender hereby agrees, and each holder of any Revolving Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Credit Agreement or the other Loan Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , upon the direction of the Agent to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (other than contingent indemnification obligationsii) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Collateral Agent if the Borrower certifies to the Collateral Agent that the sale or disposition is made in compliance with Section 8.1 hereof (and the expiration Agent may 124 rely conclusively on any such certificate, without further inquiry) or termination of all Letters of Credit, (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, (Ciii) if approved, authorized or ratified in writing by all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder. Upon request by the Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (b5) aboveBusiness Days' prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender the Lenders to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon the applicable CollateralCollateral that was sold or transferred; provided provided, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Guarantor of its Subsidiaries in respect of) all interests retained by the Borrower or any Guarantorof its Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Person of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.10 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents or (Dv) as otherwise provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 13.21 hereof. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in the relevant Security Documents or (Dv) as otherwise provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 12.22 hereof. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion, (i) Excluding any Excluded Assets, all Capital Stock of each Obligor and Subsidiary shall be subject to release any lien on any property granted a security interest pursuant to or held the Security Documents and Administrative ​ Agent shall have received all original certificates, if any, representing such securities and such accompanying documents reasonably requested by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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) if approved, authorized or ratified in writing by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; andAdministrative Agent. (ii) Excluding any Excluded Assets, all Indebtedness owed to subordinate any Lien on of the Obligors (other than any property granted Indebtedness of another Obligor) which, individually or in the aggregate, exceeds $50,000 that is evidenced by one or more promissory notes shall be subject to or held by Agent under any Loan Document a security interest pursuant to the holder Security Documents, and Administrative Agent shall have received original executed versions of any Lien on all such property that is permitted promissory notes and such accompanying documents reasonably requested by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b). (ciii) Subject to (b) above, Administrative Agent shall have received the results of a search of the UCC and equivalent filings, as applicable, in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Obligor, together with copies of the financing statements, and other filings (or similar documents) disclosed by such searches, and is hereby irrevocably authorized accompanied by each Lender to)evidence satisfactory to Administrative Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with the making of the Loans hereunder. (iv) Administrative Agent shall have received evidence, execute in form and substance satisfactory to Administrative Agent, that appropriate UCC financing statements (including fixture filings) or equivalent filings, as applicable, have been duly filed in such documents office or offices as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms whichor, in the opinion of Administrative Agent, desirable, to perfect Administrative Agent’s opinion, would expose Agent Liens in and to or create any liability or entail any consequence other than the release or subordination Collateral and certified searches reflecting the filing of all such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateralfinancing statements, or any foreclosure with respect evidence that arrangements for filing reasonably satisfactory to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lendersmade. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably and each Issuing Lender authorizes and directs the Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such LenderPerson. Each Lender and each Issuing Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0111.10, any action taken by the Required Lenders, Majority Lenders in accordance with the provisions of this Credit Agreement or the other Loan Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and all the Issuing Lenders. The Agent is hereby authorized (but not obligated) on behalf of all of the Lenders and all the Issuing Lenders, without the necessity of any notice to or further consent from any Lender, Lender or any Issuing Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender and each Issuing Lender hereby irrevocably authorizes the Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all 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, (other than contingent indemnification obligationsii) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Agent, if the Funds Administrator certifies to the Agent that such sale or disposition is made in compliance with Section 8.5 (and the expiration Agent may rely conclusively on any such certificate, without further inquiry) or termination of all Letters of Credit, (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, (Ciii) if approved, authorized or ratified in writing by all the Majority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on unless such property that release is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) be approved by all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever pursuant to the LendersSection 11. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (Ciii) if approved, authorized or ratified in writing by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Required Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever hereunder, to the Lendersextent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents or the last sentence of each of Sections 10.01 and 10. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Administrative Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender hereby irrevocably authorizes authorize Administrative Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and ), except as otherwise provided in the expiration or termination of all Letters of CreditSecurity Documents, (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 10.1, if approved, authorized or ratified in writing by all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Administrative Agent at any time, each Lender will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.13. (c) Subject to (b) aboveSection 9.13(b), Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Restricted Person in respect of) all interests retained by Borrower or any Guarantorother Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Restricted Person or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.15 9.13 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders Each Lender hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Administrative Agent) obtain possession of any such Collateral, such Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefore therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) by and on behalf of all of the LendersSecured Creditors, without the necessity of any notice to or further consent from any LenderSecured Creditor, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby (other than contingent indemnification obligations) and the expiration or termination of all Letters of Creditthose arising from indemnities for which no claim has been made), (Bii) that is constituting property being sold or disposed of (to be sold Persons other than Holdings and its Subsidiaries) upon the sale thereof in compliance with, or as part of or otherwise permitted in connection with any sale a transaction permitted hereunder under, Section 8.02 or under any other Loan Document, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lenders, or (D) in connection with any foreclosure sale or other disposition if such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder). Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five Business Days’ (bor such shorter period as is reasonably acceptable to the Collateral Agent) aboveprior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender the Lenders to), ) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of Agent and the Lenders Secured Creditors herein or pursuant hereto upon the applicable Collateral; Collateral that was sold or transferred, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower Holdings or any Guarantor of its Subsidiaries in respect of) all interests retained by Borrower Holdings or any Guarantorof its Subsidiaries, including including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale foreclosure or transfer of Collateral, or any foreclosure similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the out-of-pocket costs and expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower any Credit Party or any other Person or is cared for, protected of its Subsidiaries or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related theretothereto as between the Lenders and the Collateral Agent, the Collateral Agent may act in any manner it may deem appropriate, in its sole reasonable discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (Ciii) subject to a Permitted Lien pursuant to Sections 8.01(viii), (ix) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12(a)) or (Dv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of or Persons other than the Borrower and its Subsidiaries) in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)11.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsHoldings and its Subsidiaries) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Section 10.02, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent is hereby authorized (but not obligatedrequired) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents related thereto which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender hereby The Lenders irrevocably authorizes authorize Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by Agent under upon any Loan Document Collateral: (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations then payable under this Agreement and under any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting Property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) consisting of an instrument evidencing Indebtedness or under of any other Loan Documentdebt instrument, if the Indebtedness evidenced thereby has been paid in full; or (Civ) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 9.1(f). Upon request by Agent at any time, each Lender the Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(bsubsection 8.10(b). (c) Subject to Each Lender agrees with and in favor of each other Lender (b) above, Agent which agreement shall (and is hereby irrevocably authorized by each Lender to), execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent Borrower or any of its Subsidiaries) that Borrower’s obligation to such Lender under this Agreement and the Lenders herein other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute hereafter securing any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower of its Subsidiaries to such Lender, whether or any Guarantor, including not the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosuresame constitutes Collateral hereunder. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Collateral Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.0110.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Collateral Documents. (b) Each Lender hereby irrevocably authorizes Agent, at its option and in its discretion, (i) to release any lien Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (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 all the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)9.10. (c) Subject to subsection (b) above, Agent shall (and is hereby irrevocably authorized by each Lender to)Lender, 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor other Loan Party in respect of) all interests retained by Borrower or any Guarantorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Loan Party or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 9.10 or in any of the Loan Documents as they relate to the CollateralCollateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders Each Lender hereby appoint appoints each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably and each Bank Product Provider authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders, each Bank Product Provider and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof Bank Product Provider will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and each Bank Product Provider. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the LendersLenders and each Bank Product Provider, without the necessity of any notice to or further consent from any LenderLender or any Bank Product Provider, from time to time prior to, to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents (if and to the extent such loan security interest is required to be perfected pursuant to such Security Documents). (b) Each Lender The Lenders and each Bank Product Provider hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release (or subordinate) any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Restricted Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 9.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12), (iv) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiaries Guaranty in accordance with the terms thereof, (v) as otherwise may be expressly provided in the relevant Security Documents or the last sentence of each of Sections 9.01 and 9.02 or (Dvi) upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in connection accordance with any foreclosure sale or other disposition the requirements of Section 8.14, with respect to Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentRestricted Subsidiary. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate its interest in subordinate) particular types or items of Collateral pursuant to this Section 9.15(b)11.10. (c) Subject Anything contained in any of the Credit Documents to (b) abovethe contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent shall and each Lender hereby agree (and is hereby irrevocably authorized by entering into a Bank Product Agreement, each Lender to)Bank Product Provider shall be deemed to agree) that (i) no Secured Creditor shall have any right individually to realize upon any of the Collateral or to enforce any Subsidiaries Guaranty, execute such documents as it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be necessary to evidence exercised solely by the release Administrative Agent or subordination the Collateral Agent, as applicable, for the benefit of the Liens granted to Secured Creditors in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon Secured Creditors in accordance with the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms whichthereof, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or transfer other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of Collateralthe Bankruptcy Code), the Collateral Agent (or any foreclosure Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor 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 Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, 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 or disposition, to use and apply any of the Collateral, Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any at such sale, transfer sale or foreclosureother disposition. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Secured Creditors or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the LendersSecured Creditors, except for its gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender Secured Creditor hereby irrevocably authorizes and directs the Administrative Agent or the Collateral Agent, as applicable, to enter into the Loan Guaranty, the Security Documents relating to Collateral and the Intercreditor Agreements for the benefit of the Lenders and the other Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such Lenderagreements in connection with the incurrence by any Credit Party of any Indebtedness permitted hereby, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as is expressly permitted hereby)); provided, that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Term Secured Hedging Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes Agent, at its option and in its discretion, (i) authorize the Collateral Agent to release or subordinate, as applicable, any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Awithout notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Term Secured Hedging Agreement) (i) upon termination of the Aggregate Commitments Total Commitment and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligationsand reimbursement obligations and other than obligations in respect of any Term Secured Hedging Agreement) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, whether or not on the date of such release there may be outstanding Obligations in respect of Term Secured Hedging Agreements, (ii) constituting property being sold or otherwise disposed of (to Persons other than Holdings and the expiration Qualified Credit Parties) upon the sale or termination of all Letters of Creditother disposition thereof in compliance with Section 9.02, (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, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in the relevant Security Documents, in the Intercreditor Agreements or the last sentence of each of Sections 9.01 and 9.02, (Dv) in connection constituting property following or concurrently with any foreclosure a sale or other disposition (to Persons other than Holdings and the Qualified Credit Parties) of a Subsidiary of Holdings in compliance with Section 9.02, constituting property owned by such Subsidiary or (vi) constituting property subject to (or which will become subject to promptly following such release) Liens pursuant to Section 9.01(f) or (m), and the Collateral after Agent shall promptly, at the occurrence written request of an Event of Defaultthe Borrower, release or subordinate, as applicable, the Collateral Agent’s Liens on such property; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document provided, that the Borrower has delivered to the holder Agents a certificate executed by an Authorized Officer of any Lien the Borrower certifying that the applicable transaction is permitted under the Credit Documents (and the Lenders hereby authorize and direct the Agents to conclusively rely on such property that is permitted by certificate in performing their obligations under this Agreement sentence). Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than inchoate indemnification and reimbursement obligations and obligations in respect of any Term Secured Hedging Agreement) have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Term Secured Hedging Agreement) take such actions as shall be required to release all guarantee obligations provided for in any Credit Document, whether or not on the date of such release there may be outstanding Obligations in respect of Term Secured Hedging Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (c) Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure11.10. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 11.10 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in and that the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. , except for its gross negligence or willful misconduct (eas determined by a court of competent jurisdiction in a final and non-appealable decision) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which(provided, that no action taken in accordance with Article 9 the directions of the UCC can Required Lenders shall be perfected only by possession. Should any Lender (other than Agent) obtain possession deemed to constitute gross negligence or willful misconduct for purposes of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructionsthis Section).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs Agent to enter into the Loan Documents relating to Collateral for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lendersuch Secured Parties, from time to time prior to, an Event of Defaulttime, to take any action actions with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to such loan the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable HOUSTON\2067330.8 -77- Legal Requirements. Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents hereby agrees to the terms of this paragraph (a). (b) Each The Lenders hereby, and Persons that are owed any Lender hereby Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorizes Agent, at its option and in its discretion, authorize the Administrative Agent to (i) to release any lien on any property Lien granted to or held by the Administrative Agent under upon any Loan Document Collateral (Aa) upon termination of the Aggregate Commitments and payment in full this Agreement, termination of all Obligations (other than contingent indemnification obligations) and the expiration or Hedge Contracts with such Persons, termination of all Letters of Credit, and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Obligations payable under this Agreement and under any other Loan Document; (Bb) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document, (C) if approved, authorized or ratified in writing by all Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document; (c) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (d) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, each Lender the Secured Parties will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)8.09. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Person or is cared for, protected or insured or that the 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 or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.15 or in any of the Loan Documents as they relate to the Collateral, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders. (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to such loan the Security Documents. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 8.02, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 11.12), (iv) as otherwise may be expressly provided in the relevant Security Documents or (Dv) as otherwise provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 11.22 hereof. Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)10.11. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 10.11 or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Lenders hereby appoint each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Loan Security Documents relating to Collateral for the benefit of such Lenderthe Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or and the other Loan Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents related thereto which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents. Without prejudice to the foregoing, each of the Administrative Agent and the Lenders hereby acknowledges, agrees and accepts that the Collateral Agent holds Collateral which is the subject of the UK Security Agreements as trustee for and on behalf of the Lenders in accordance with the terms of the declaration of trust set out in the UK Security Agreements and that the terms of its appointment, and such loan Documentstrust, shall be as set out (or referred to) in the UK Security Agreements and this Agreement. (b) Each Lender The Lenders hereby irrevocably authorizes authorize the Collateral Agent, at its option and in its discretion, (i) , to release any lien on any property Lien granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Commitments Total Revolving Loan Commitment (and all Letters of Credit) and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than US Company and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.03, (Ciii) if approved, authorized or ratified in writing by the Required Lenders (or all Lendersof the Lenders hereunder, to the extent required by Section 13.12(a)) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of the relevant Security Documents. Lenders hereby irrevocably authorize the Collateral after the occurrence of an Event of Default; and (ii) Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held Collateral Agent on Collateral if required by Agent under any Loan Document to the holder of any Lien on such property that is Indebtedness (including Capitalized Lease Obligations) secured by Purchase Money Liens and Leases permitted hereunder or Liens permitted by this Agreement or any other Loan DocumentSection 10.02(n). Upon request by the Administrative Agent at any time, each Lender the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.15(b)12.10. (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender 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 the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Guarantor in respect of) all interests retained by Borrower or any Guarantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Person Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.15 12.10, or in any of the Loan Documents as they relate to the CollateralSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, 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 as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) The Lenders hereby appoint each other Lender Administrative Agent shall hold the benefit of the security interests created by the Luxembourg Security Documents as agent for the purpose of perfecting the Lenders’ security interest in assets which, Secured Creditors in accordance with Article 9 article 2 (4) of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession Luxembourg law of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefore shall deliver such Collateral to Agent or in accordance with Agent’s instructions5 August 2005 on financial collateral arrangements.