Agents under Collateral Documents and Guarantee. Each Secured Party (including each counterparty to a Specified Hedging Agreement and each Bank Product Provider, who by acceptance of the benefits of the Security Documents shall be deemed to have appointed the Administrative Agent and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee, the Collateral and the Loan Documents; 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 Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.

Agents underUnder Collateral Documents and Guarantee. Each Secured Party (including each counterparty to a Specified Hedging Agreement and each Bank Product Provider, who by acceptance of the benefits of the Security Documents shall be deemed to have appointed the Administrative Agent and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee, the Collateral and the Loan Documents; 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 Specified Hedging Agreement or any Bank Product Agreement.Documents. Subject to ‎[Section 11.02][Section 13.1], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to # release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Loan Document # upon the termination of this Agreement and the payment in full of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made), # that is sold or to be sold or transferred as part of or in connection with aany sale or dispositionother transfer permitted hereunder or under any other Loan Document to a Person that is not a Loan Party or in connection with the designation of assetsany Restricted Subsidiary as an Unrestricted Subsidiary, # if the property subject to such Lien is owned by a Loan Party, upon the release of such Loan Party from its Guarantee otherwise in accordance with the Loan Documents, # as otherwise permitted by this Agreement, release any Lien encumbering any item ofAgreement (including [Section 10.2] hereof), # as and to the extent provided in the Collateral that is the subject of such saleDocuments or other disposition of assets# if approved, authorized or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented orratified in writing in accordance with [Section 13.1]; # release any Guarantor from its obligations under the Guarantee pursuantif such Person ceases to ‎[Section 7.09]be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or as otherwise permitted by this Agreement or the Guarantee; # subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien permitted under clauses # (solely with respect to which[Section 9.7(b)(4)]), (8), and # of the Required ​ (ordefinition of Permitted Lien; or # enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.intercreditor or subordination agreement, including the Intercreditor Agreement.

The Administrative Agent shall also act as the “collateral agent” under Collateral Documents and Guarantee. Each Secured Party (including each counterparty to a Specified Hedging Agreementthe Loan Documents, and each Bank Product Provider, who by acceptance of the benefits ofLenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Security Documents shall be deemed to have appointed the Administrative AgentIssuing Lenders hereby irrevocably appoints and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or the Collateral Agent, as applicable,supplements to existing Loan Documents on behalf of and for the benefit of the Secured Parties, to beParties). In this connection, the agent forAdministrative Agent, as “collateral agent” and representative of the Secured Parties with respect to the Guarantee, the Collateralany co-agents, sub-agents and the Loan Documents; provided that neitherattorneys-in-fact appointed by the Administrative Agent norpursuant to this [Article XI] for purposes of holding or enforcing any Lien on the Collateral Agent(or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall owe any fiduciary duty, dutybe entitled to the benefits of loyalty, dutyall provisions of care, duty of disclosure or any other obligation whatsoever to any holder of ObligationsArticles XI and XII (including [Section 12.3], as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect to any Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.thereto.

The Administrative Agent shall also act as the "collateral agent" under Collateral Documents and Guarantee. Each Secured Party (including each counterparty to a Specified Hedging Agreementthe Loan Documents, and each Bank Product Provider, who by acceptance of the benefits ofLenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Security Documents shall be deemed to have appointed the Administrative AgentIssuing Lenders hereby irrevocably appoints and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or the Collateral Agent, as applicable,supplements to existing Loan Documents on behalf of and for the benefit of the Secured Parties, to beParties). In this connection, the agent forAdministrative Agent, as "collateral agent" and representative of the Secured Parties with respect to the Guarantee, the Collateralany co-agents, sub-agents and the Loan Documents; provided that neitherattorneys-in-fact appointed by the Administrative Agent norpursuant to this [Article XI] for purposes of holding or enforcing any Lien on the Collateral Agent(or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall owe any fiduciary duty, dutybe entitled to the benefits of loyalty, dutyall provisions of care, duty of disclosure or any other obligation whatsoever to any holder of ObligationsArticles XI and XII (including [Section 12.3], as though such co-agents, sub-agents and attorneys-in-fact were the "collateral agent" under the Loan Documents) as if set forth in full herein with respect to any Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.thereto.

Upon request by acceptance of the benefits of the Security Documents shall be deemed to have appointed the Administrative Agent and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and forAgent at any time, the benefit ofRequired ​ will confirm in writing the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee,Administrative Agent’s or the Collateral andAgent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Loan Documents; 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 whatsoeverGuaranty pursuant to any holder of Obligations with respect to any Specified Hedging Agreement or any Bank Product Agreement. Subject tothis ‎[Section 11.02]9.11]. In each case as specified in this ‎[Section 9.11], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent,Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as applicable,the Borrower may executereasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this ‎[Section 9.11] (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or instruments necessary to #warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in connection with a sale or disposition of assetsthe manner permitted by this Agreement, release‎[Section 9.11] shall require the consent of any Lien encumberingholder of obligations under Secured Hedge Agreements or any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.Treasury Services Agreements.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under Collateral Documents and Guarantee. Each Secured Party (including each counterparty to a Specified Hedging Agreementthe Loan Documents, and each Bank Product Provider, who by acceptance of the benefits ofLenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Security Documents shall be deemed to have appointed the Administrative AgentL/C Issuer hereby irrevocably appoints and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent orto act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent, as applicable, on behalfgranted by any of and for the benefitLoan Parties to secure any of the Secured Parties, to beObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the agent forAdministrative Agent, as “collateral agent” and representative of the Secured Parties with respect to the Guarantee, the Collateralany co-agents, sub-agents and the Loan Documents; provided that neitherattorneys-in-fact appointed by the Administrative Agent norpursuant to [Section 9.05] for purposes of holding or enforcing any Lien on the Collateral Agent(or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall owe any fiduciary duty, dutybe entitled to the benefits of loyalty, dutyall provisions of care, duty of disclosure or any other obligation whatsoever to any holder of Obligationsthis [Article IX] and [Article XI] (including [Section 11.04(c)], as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect to any Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.thereto.

Authority to Take Action. Each Secured Party (including each counterparty to a Specified Hedging Agreement and each Bank Product Provider, who by acceptance of the benefits of the Security Documents shall be deemed to have appointed the Administrative Agent and Collateral Agent as set forth herein) hereby furtherLender authorizes the Administrative Agent to enter into each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to independently enforce or seek to realize upon the security granted by any Guaranty or Collateral Agent, as applicable, on behalf ofDocument, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Parties, to beObligations or Holders of Secured Obligations, as applicable, upon the agent forterms of such documents. In furtherance and representativewithout limitation of the Secured Parties with respect to the Guarantee, the Collateral and the Loan Documents; provided that neitherforegoing, the Administrative Agent noris hereby authorized and given a power of attorney by and on behalf of each of the Holders of Secured Obligations to execute any Guaranty or Collateral Agent shall oweDocument necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on any fiduciary duty, dutyCollateral in favor of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from any Secured Party, the Administrative Agent oron behalf of the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or dispositionHolders of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.Secured Obligations, if necessary.

Each Lender (as a Lender and Guarantee. Eachin its capacity as a potential Hedge Counterparty) and each other Secured Party (including each counterparty to a Specified Hedging Agreement and each Bank Product Provider, who by(by their acceptance of the benefits of any Lien encumbering Collateral) acknowledges and agrees that the Administrative Agent has entered into the Security Documents shallon behalf of itself and the Secured Parties, and the Secured Parties hereby agree to be deemedbound by the terms of such Security Documents, acknowledge receipt of copies of such Security Documents and consent to have appointedthe rights, powers, remedies, indemnities and exculpations given to the Administrative Agent thereunder. All rights, powers and remedies available to the Administrative Agent and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee,Collateral, or otherwise pursuant to the Collateral andSecurity Documents, shall be subject to the Loan Documents; 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 Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subjectprovisions of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.Security Documents.

SECTION # Authorization to Release Liens. The Administrative Agent is hereby irrevocably authorized by each of ​ to release any Lien covering any Property of the Borrower or any of its Restricted Subsidiaries that is the subject of a Disposition which is permitted by this Agreement, which has been consented to in accordance with [Section 10.1] or in accordance with [Section 10.17]. In furtherance of the foregoing and not in limitation thereof, no Hedging Agreement or Cash Management Agreement the obligations under Collateral Documents and Guarantee. Eachwhich constitute Secured Hedging Obligations or Secured Cash Management Obligations, respectively, will create (or be deemed to create) in favor of any Secured Party (including each counterparty tothat is a Specified Hedgingparty thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement and each Bank Product Provider, who by acceptance ofor any other Loan Document. By accepting the benefits of the Security DocumentsCollateral, each Secured Party that is a party to any such Hedging Agreement or Cash Management Agreement shall be deemed to have appointed the Administrative Agent to serve as administrative agent and Collateral Agentcollateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth herein) hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantee, the Collateral and the Loan Documents; 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 Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.Section.

SECTION # Collateral Documents and Guarantee. EachMatters. (a) Except with respect to the exercise of setoff rights in accordance with [Section 9.06] or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party (including each counterpartyshall have any right individually to a Specified Hedging Agreement and each Bank Product Provider, who by acceptancerealize upon any of the benefitsCollateral or to enforce any Guarantee of the SecuritySecured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents shallmay be deemed to have appointedexercised solely by the Administrative Agent and Collateral Agent as set forth herein) hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties in accordance with respect to the Guarantee, the Collateral and the Loan Documents; provided that neitherterms thereof. In its capacity as such, the Administrative Agent noris a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral Agent shall oweis hereafter pledged by 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 Specified Hedging Agreement or any Bank Product Agreement. Subject to ‎[Section 11.02], without further written consent or authorization from anyPerson as collateral security for the Secured Party,Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent, as applicable, may execute any documents or instruments necessary to # in connection with a sale or dispositionAdministrative Agent on behalf of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented or # release any Guarantor from the Guarantee pursuant to ‎[Section 7.09] or with respect to which the Required ​ (or such other ​ as may be required to give such consent under ‎[Section 11.02]) have otherwise consented.Secured Parties.