Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral or amendment to any Loan Document) other than in its capacity as a Lender or Administrative Agent and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements or Secured Hedge Agreements in the case of the Maturity Date.

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to them;

Section # Secured Cash Management Agreements, Secured Bank Product Agreements and Secured Hedge Agreements 172171

Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code of the United States, or otherwise) to the claims of the Lenders or any Cash Management Bank or Hedge Bank against the Borrowers or any other guarantor of the Obligations of the Borrowers owing to the Lenders or such Cash Management Bank or Hedge Bank (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Obligations shall have been paid in full (other than # contingent indemnification obligations for which no claim has been made and # obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders or any Cash Management Bank or Hedge Bank now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Obligations of the Borrowers and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders and/or the Cash Management Banks and/or Hedge Banks to secure payment of the Obligations of the Borrowers until such time as the Obligations shall have been paid in full (other than # contingent indemnification obligations for which no claim has been made and # obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the Commitments have been terminated.

First, ratably, pay any fees, indemnities, or expense reimbursements then due to the [[Administrative Agent:Organization]], the [[FILO Documentation Agent:Organization]] or any Issuer from the ​ (other than in connection with Cash Management Obligations, Bank Product Obligations or Obligations in respect of Secured Hedge Agreements);

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit 83894470_5

fifth, # to payment of that portion of the Obligations constituting unpaid principal and premium of the Loans, the L/C Borrowings and obligations of the Loan Parties then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and # to Cash Collateralize that portion of L/C Obligations comprising the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.16, ratably among the Lenders, the L/C Issuers, the Hedge Banks party to such Secured Hedge Agreements and the Cash Management Banks party to such Secured Cash Management Agreements in proportion to the respective amounts described in this [clause (e)] held by them; provided that # any such amounts applied pursuant to the foregoing subclause # shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuers to Cash Collateralize such L/C Obligations, # subject to [Sections 2.03(d) and 2.16]6], amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this [clause (e)] shall be applied to satisfy drawings under such Letters of Credit as they occur and # upon the expiration of any Letter of Credit, the pro rata share of unapplied Cash Collateral attributable to such expired Letter of Credit shall be applied by the Administrative Agent in accordance with the priority of payments set forth in this [Section 8.03];

If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in accordance with the priority of payments set forth above. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application of payments described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

“Paid in Full” means # with respect to the Obligations means # the payment in full in cash and performance of all Obligations (other than # L/C Obligations related to Letters of Credit that have # terminated or expired, # been Cash Collateralized in accordance with this Agreement or # otherwise been satisfied in a manner acceptable to the Issuing Lender in its sole discretion and # contingent indemnification obligations not then due) and # the termination of all Commitments and # with respect to the Secured Obligations means # the payment in full in cash and performance of all Secured Obligations (other than # L/C Obligations related to Letters of Credit that have # terminated or expired, # been Cash Collateralized in accordance with this Agreement or # otherwise have been satisfied in a manner acceptable to the Issuing Lender in its sole discretion, # contingent indemnification obligations and # Obligations under any Secured Cash Management Agreements and Secured Hedge Agreement as to which arrangements have been made satisfactory to the applicable Cash Management Bank or Hedge Bank) and # the termination of all Commitments.

to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document # upon the termination of the Revolving Credit Commitment and payment in full of all Secured Obligations (other than # contingent indemnification obligations and # obligations and liabilities under Secured Cash Management Agreements or 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 (or been Cash Collateralized or for which arrangements satisfactory to the Issuing Lender shall have been made), # 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 to a Person other than a Credit Party permitted under the Loan Documents, or # if approved, authorized or ratified in writing in accordance with [Section 12.2];