Common use of Agents under Collateral Documents and Guaranty Clause in Contracts

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateral, the Intercreditor any Secured Hedge Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor any Secured Bank Product Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, may shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby such Asset Sale or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (ii) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q).

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders the Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateralany Hedge Agreement. Each Lender, the Intercreditor Agreement by its signature hereto or by its signature to an Assignment Agreement, consents and agrees to all terms of the Collateral Documents and as such agreements may be in effect or may be amended from time to time in accordance with their terms (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall includeincluding, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), the Working Capital Facility Intercreditor Agreement) and each Lender hereby further agrees to be bound by such terms as they apply to the terms Collateral Agent acting on behalf of any such joinders, amendments, modifications, supplements and restatementsLender. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) 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 a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor Subsidiary from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the any Replacement Revolving Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the other Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, the Intercreditor duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, (ii) subordinate the Collateral Agent’s Liens on the ABL Collateral in connection with the incurrence of the Replacement Revolving Facility, or (iiiii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, acknowledges and agrees that arrangements may be put in place whereby the ABL Collateral may be sold pursuant to a Replacement Revolving Facility, which arrangements, if in existence, shall be subject to terms and conditions of a Replacement Revolving Intercreditor Agreement. The terms of each Replacement Revolving Intercreditor Agreement may provide, in the event of any conflict between the terms of such Replacement Revolving Intercreditor Agreement and any of the Credit Documents, the provisions of such Replacement Revolving Intercreditor Agreement shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to enter into the Replacement Revolving Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such Replacement Revolving Intercreditor Agreement.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Other Intercreditor Agreement referred and the other Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements holder of the Credit Documents in connection Obligations with such joinders referred respect to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsHedge Agreement. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, (ii) subordinate the Collateral Agent’s Liens on the Revolving Loan Priority Collateral and the ABL Collateral in connection with the incurrence of the Revolving Credit Agreement and any Alternative Facilities (or, to the extent such subordination is not permitted or customary in the relevant jurisdiction, release such Liens on the Revolving Loan Priority Collateral or the ABL Collateral, as applicable), or (iiiii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, acknowledges and agrees that arrangements may be put in place whereby the Revolving Loan Priority Collateral and/or the ABL Collateral may be sold pursuant to the Revolving Credit Agreement or an Alternative Facility, which arrangements, if in existence, shall be subject to terms and conditions of the Intercreditor Agreement or the Alternative Facility Intercreditor Agreement. The terms of the Intercreditor Agreement or the Alternative Facility Intercreditor Agreement may provide, in the event of any conflict between the terms of such Intercreditor Agreement or such Alternative Facility Intercreditor Agreement and any of the Credit Documents, the provisions of such intercreditor agreement(s) shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement and any Other Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement (and consents to the terms contained therein) and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such intercreditor agreement(s).

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Closing Date Intercreditor Agreement, any Alternative Facility Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the other Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, the Intercreditor duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, (ii) subordinate the Collateral Agent’s Liens on the Revolving Loan Priority Collateral and the ABL Collateral in connection with the incurrence of the Revolving Credit Agreement and any Alternative Facilities (or, to the extent such subordination is not permitted or customary in the relevant jurisdiction, release such Liens on the Revolving Loan Priority Collateral or the ABL Collateral, as applicable), or (iiiii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, acknowledges and agrees that arrangements may be put in place whereby the Revolving Loan Priority Collateral and/or the ABL Collateral may be sold pursuant to the Revolving Credit Agreement or an Alternative Facility, which arrangements, if in existence, shall be subject to terms and conditions of the Closing Date Intercreditor Agreement or the Alternative Facility Intercreditor Agreement. The terms of the Closing Date Intercreditor Agreement or the Alternative Facility Intercreditor Agreement may provide, in the event of any conflict between the terms of such Closing Date Intercreditor Agreement or such Alternative Facility Intercreditor Agreement and any of the Credit Documents, the provisions of such intercreditor agreement(s) shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to enter into the Closing Date Intercreditor Agreement and any Alternative Facility Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement (and consents to the terms contained therein) and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such intercreditor agreement(s).

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent(and by entering into a Bank Product Agreement, on behalf of and for the benefit of Lenders, each Bank Product Provider shall be deemed to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes authorize) Collateral Agent, on behalf of and for the benefit of LendersLenders and Bank Product Providers, to (i) be the agent for and representative of Lenders and Bank Product Providers with respect to the CollateralGuaranty, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from LendersLenders or Bank Product Providers, the Administrative Agent or the Collateral Agent, as applicable, may may, and shall at the written request of the Borrower, execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral (A) upon the termination of all Commitments and the payment in full of all Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations for which no claim has been made), (B) that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders Bank Product Providers as may be required to give such consent under Section 10.5) have otherwise consented., (C) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its Guaranty otherwise in accordance with the Loan Documents, (D) as to the extent provided in the Collateral Documents, (E) that constitutes Excluded Assets or (F) if approved, authorized or ratified in writing in accordance herein by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.5), (ii) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary (or becomes an Excluded Subsidiary or otherwise); provided that if any Guarantor becomes an Excluded Subsidiary as a result of such Guarantor becoming a non-wholly owned Subsidiary then such Guarantor shall not be released from its obligations under the Guaranty unless (w) the transaction by which such Guarantor became a non-wholly owned Subsidiary had a bona fide business purpose and was not intended primarily to cause the release of such Guarantor from its obligations under the Guaranty, (x) such Guarantor does not (1) own or exclusively license any Material Intellectual Property or (2) directly or indirectly own any Equity Interests of any Person that owns or exclusively licenses any Material Intellectual Property and (y) the Loan Parties shall have the capacity to make an Investment in such released Guarantor once it is no longer a Guarantor, with the fair market value of the Loan Parties’ direct or indirect Investments in such released Guarantor being deemed to be a new Investment in such released Guarantor on the date of its release or (iii) enter into any 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 Intercreditor Agreement. 121

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Interest Rate Agreement and potential Cash Management Banks party to a Cash Management Agreement) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without Without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, (i) may enter into and sign for and on behalf of the Lenders as Secured Parties, the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of the Borrower Representative, will promptly execute any documents or instruments necessary to release any Liens on any property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of such Liens and to terminate Processor Consent Agreements, landlord waivers and other similar documents (1) upon termination of all Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations not then due and owing, (ii) unasserted expense reimbursement obligations and (iii) obligations under Cash Management Agreements or obligations under Secured Interest Rate Agreements as to which arrangements reasonably satisfactory to the applicable Lender Counterparty have been made), including all obligations under any Secured Interest Rate Agreements and Cash Management Agreements and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped) and the Credit Parties agree to enter into a customary payoff letter, customary release any Lien encumbering any item of Collateral that and/or other similar agreement in respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted hereby by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented consented, approved, authorized or ratified in writing, (4) to the extent such property is owned by a Subsidiary Guarantor that is released from its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or (iiif acceptable to the applicable secured creditor) subordinate any Lien on a property granted to or held by Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(l), (m) or (for any Lien securing Indebtedness assumed in connection with a Permitted Acquisition), (u). 164 Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing the authority of the Agents to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 7.12 9.08. In each case, as specified in this Section 9.08, Administrative Agent and Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case, in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under the terms of the Credit Documents and this Section 10.5) have otherwise consented9.08.

Agents under Collateral Documents and Guaranty. Each Lender (including in its or any of its Affiliate’s capacities as a Lender Counterparty or Cash Management Bank, as applicable) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.510.04, without further written consent or authorization from LendersLenders (subject to the paragraph below), Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.04) have otherwise consented or consented, (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.04) have otherwise consented, (iii) release any Lien on any Collateral granted to or held by the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, under any Loan Document upon the termination of the Revolving Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or backstop or cash collateralization of all Letters of Credit in amounts and on terms reasonably satisfactory to Issuing Bank) or (iv) subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent or Collateral Agent, as applicable, at any time, the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.04) will confirm in writing the Administrative Agent’s or Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this Section, the Administrative Agent or Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section.

Agents under Collateral Documents and Guaranty. Each Lender Bank hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable (each under release from the restrictions of Section 181 of the German Civil Code) on behalf of and for the benefit of Lendersthe Banks, to be the agent for and representative of Lenders the Banks with respect to the Guaranty, the Collateral and the Collateral Documents. Each Lender hereby further authorizes Collateral AgentPursuant to the Plan of Reorganization, the Agents, on behalf of the Banks, are empowered and authorized to execute and deliver to the Credit Parties the other Credit Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Credit Documents. To the extent necessary and for the benefit sake of Lendersclarity, each Bank hereby empowers the Collateral Agent to sign, execute and deliver in its name and on its behalf: (i) be an agreement for the agent for and representative creation of Lenders with respect to a second ranking pledge over the Collateral, shares representing the Intercreditor Agreement and entire share capital of Italia SpA (the Collateral Documents “Italia SpA Pledge”) and (ii) without an agreement for the creation of a second ranking pledge over the shares representing the entire share capital of Xxxxx Italia S.p.A. (“Xxxxx Italia Pledge” and, together with the Italia SpA Pledge, the “Italian Pledges”). The parties further written consent or authorization from Lendersacknowledge that, pursuant to the Plan of Reorganization and the Confirmation Order, the Collateral Agent is duly empowered to sign, execute and perform deliver the Italian Pledges also in the name and on behalf of the Banks who do not sign this Agreement and such Banks shall be Secured Parties under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsItalian Pledges. Subject to Section 10.510.6, without further written consent or authorization from Lendersthe Banks, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which the Requisite Lenders Banks (or such other Lenders Banks as may be required to give such consent under Section 10.510.6) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which the Requisite Lenders Banks (or such other Lenders Banks as may be required to give such consent under Section 10.510.6) have otherwise consented.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents (including, for the avoidance of doubt, for the purposes of signing, entering into and (ii) without further written consent or authorization from Lenders, execute and perform taking any step under the Collateral Documents, Documents in the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof name and any amendments, modifications, supplements and restatements on behalf of the Credit Documents in connection Secured Parties); provided that neither Administrative Agent nor 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 such joinders referred respect to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsHedge Agreement. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (iii) release any Guarantor designated as an Excluded Subsidiary (solely to the extent such Subsidiary is designated an Immaterial Subsidiary pursuant to clause (b) of the definition of Excluded Subsidiary) or Unrestricted Subsidiary from the Guaranty and any applicable Collateral Documents. Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Secured Parties from time to time (it being understood that the provisions of this Section 9 apply to Collateral Agent in its capacity as trustee of such trust).

Agents under Collateral Documents and Guaranty. Each Lender hereby further appoints and authorizes Administrative AgentXxxxxxx Xxxxx Credit Partners L.P., the administrative agent under the Existing Credit Agreement, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent in such capacity the “Collateral Administrative Agent”); provided that Collateral Administrative Agent shall owe no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Collateral Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented. Each Secured Party hereby further authorized Administrative Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Beneficiaries with respect to the Guaranty; provided that Administrative Agent shall owe no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or (ii) any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Beneficiary, Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, (i) to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateralany Hedge Agreement, (ii) to enter into the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the other Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joindersthe Intercreditor Agreement and each other Collateral Document (including to the extent required to give effect to the validity, amendmentsperfection or priority of the Liens granted thereunder) and (iii) to manage, modifications, supplements supervise and restatementsotherwise deal with the Collateral. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented; provided that Collateral Agent shall not enter into or consent to any material amendment, modification, termination or waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted pursuant to the Credit Documents (and Administrative Agent and Collateral Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of Company. Notwithstanding anything in the Credit Documents to the contrary, each party to this Agreement acknowledges and agrees that no Agent will be responsible for filing, continuing or otherwise tracking any Uniform Commercial Code financing statements or other security, mortgage or pledge filings required to be filed pursuant to the Credit Documents including, among other things, the upcoming lapse or expiration thereof.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the other Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, the Intercreditor duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, (ii) subordinate the Collateral Agent’s Liens on the Replacement Revolving Priority Collateral to the Replacement Revolving Credit Facility Agent’s Liens on the Replacement Revolving Priority Collateral in connection with the Replacement Revolving Credit Facility and pursuant to the Intercreditor Agreement, or (iiiii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, acknowledges and agrees that arrangements will be put in place whereby the Replacement Revolving Priority Collateral may be sold pursuant to the Replacement Revolving Credit Facility Documents, which arrangements shall be subject to the terms and conditions of the Intercreditor Agreement. The terms of the Intercreditor Agreement will provide that, if there is a conflict between the terms of the Intercreditor Agreement and any of the Credit Documents, the provisions of the Intercreditor Agreement shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of the Intercreditor Agreement.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Without limiting the generality of the foregoing, upon the termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Administrative Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (i) the Liens created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Credit Party, and (ii) Collateral Agent will, upon a Credit Party’s request and at such Credit Party’s expense, (x) return to such Credit Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of the Credit Documents and (y) at such Credit Party’s expense, execute and deliver to such Credit Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) (collectively, “Release Documents”) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any other Credit Documents as such Credit Party shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever. If a Credit Party shall acquire any property or asset securing Indebtedness in accordance with Section 6.1(j) or (k) and such Credit Party is prohibited at the time of acquisition (and in the case of Section 6.1(k), so long as such prohibition is not agreed to in contemplation of such acquisition) by any agreement or contractual arrangement from allowing the Collateral Agent to have a Lien on such property or assets, the Collateral Agent will, upon such Credit Party’s request and at such Credit Party’s expense, execute and deliver to such Credit Party such Release Documents with respect to such property or asset as such Credit Party shall reasonably request to evidence the release of Collateral Agent’s Lien on the property or asset so acquired.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Secured Obligations with respect to the Collateral, the Intercreditor any Secured Hedging Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Secured Treasury Services Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, the Administrative Agent or the Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party hereby irrevocably appoints and authorizes the Collateral Agent and its Affiliates and designees to act as the agent of such Secured Party 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. In this connection, any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this Section 9.8 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 9.8 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Credit Documents as if set forth in full herein with respect thereto.

Agents under Collateral Documents and Guaranty. Each Lender (including in its capacity as a Lender Counterparty or a potential Lender Counterparty and for and on behalf of each of its Affiliates that is or may be a Lender Counterparty) hereby further authorizes Administrative Agent and Collateral Agent, as applicable, on behalf of and for the benefit of Lendersthe Secured Parties, to be the agent for and representative of Lenders the Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents; provided, on behalf neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateral, the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor any Secured Hedge Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or and Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by any Agent at any time, the Lenders will confirm in writing such Agent’s authority to release its interest in 156 GS/Landec – Credit and Guaranty Agreement particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Credit Party Representative, Administrative Agent and Collateral Agent may, after receipt of a written certificate of the Chief Financial Officer of Credit Party Representative certifying that such transaction is permitted pursuant to the Credit Documents (and Administrative Agent and Collateral Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Credit Party Representative in connection with such permitted releases as described above, all at the expense of the Credit Parties.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the 129 Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Administra­tive Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Without limiting the generality of the foregoing, upon the termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Administrative Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (i) the Liens created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Credit Party, and (ii) Collateral Agent will, upon a Credit Party’s request and at such Credit Party’s expense, (x) return to such Credit Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of the Credit Documents and (y) at such Credit Party’s expense, execute and deliver to such Credit Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) (collectively, “Release Documents”) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any other Credit Documents as such Credit Party shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever. If a Credit Party shall acquire any property or asset securing Indebtedness in accordance with Section 6.1(j) or (k) and such Credit Party is prohibited at the time of acquisition (and in the case of Section 6.1(k), so long as such prohibition is not agreed to in contemplation of such acquisition) by any agreement or contractual arrangement from allowing the Collateral Agent to have a Lien on such property or assets, the Collateral Agent will, upon such Credit Party’s request and at such Credit Party’s expense, execute and deliver to such Credit Party such Release Documents with respect to such property or asset as such Credit Party shall reasonably request to evidence the release of Collateral Agent’s Lien on the property or asset so acquired.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents (including, for the avoidance of doubt, for the purposes of signing, entering into and (ii) without further written consent or authorization from Lenders, execute and perform taking any step under the Collateral Documents, Documents in the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof name and any amendments, modifications, supplements and restatements on behalf of the Credit Documents in connection Secured Parties); provided that neither Administrative Agent nor 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 such joinders referred respect to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsHedge Agreement. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or or, (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (iii) release any Guarantor designated as an Excluded Subsidiary (solely to the extent such Subsidiary is designated an Immaterial Subsidiary pursuant to clause (b) of the definition of Excluded Subsidiary) or Unrestricted Subsidiary from the Guaranty and any applicable Collateral Documents. Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Secured Parties from time to time (it being understood that the provisions of this Section 9 apply to Collateral Agent in its capacity as trustee of such trust).

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Credit Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or or, if instructed by Administrative Agent, Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement to a Person that is not a Credit Party, release any Lien encumbering any item of Collateral that is the subject of a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or the Supermajority Lenders or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or the Supermajority Lenders or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. In the event of any conflict between the terms of the DIP Order and any of the Credit Documents, the provisions of the DIP Order shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to enter into the Collateral Documents on behalf of the Secured Parties in accordance with this Agreement (and consents to the terms contained therein) and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such Collateral Documents. Notwithstanding anything herein or in any other Credit Documents to the contrary, Collateral Agent shall have no responsibility for the preparation, filing or recording of any instrument, document or financing statement or for the perfection or maintenance of any security interest created under the Collateral Documents.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, or (ii) necessary to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (iii) in connection with a credit bid or purchase authorized under this Section 9.8. Agents, the Credit Parties and the Lenders hereby irrevocably authorize each Agent (but not any Lender or Lenders in its or their respective individual capacities unless the Lenders shall otherwise agree in writing), based upon the instruction of the Requisite Lenders (or as otherwise agreed to by the Lenders in writing), to (x) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (y) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the Code, or (z) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by an Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis unless the Lenders otherwise agree in writing (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of such Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of such Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid unless the Lenders otherwise agree in writing) in the Collateral that is the subject of such credit bid or purchase (or in the Capital Stock of the any entities that are used to consummate such credit bid or purchase), and (ii) each Agent, based upon the instruction of the Requisite Lenders (or as otherwise agreed to by the Lenders in writing), may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Lender Counterparties (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid unless otherwise agreed to by the Lenders in writing) based upon the value of such non-cash consideration.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Interest Rate Agreement and potential Cash Management Banks party to a Cash Management Agreement) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without Without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, (i) may enter into and sign for and on behalf of the Lenders as Secured Parties, the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of the Borrower Representative, will promptly execute any documents or instruments necessary to release any Liens on any property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of such Liens and to terminate Processor Consent Agreements, landlord waivers and other similar documents (1) upon termination of all Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations not then due and owing, (ii) unasserted expense reimbursement obligations and (iii) obligations under Cash Management Agreements or obligations under Secured Interest Rate Agreements as to which arrangements reasonably satisfactory to the applicable Lender Counterparty have been made), including all obligations under any Secured Interest Rate Agreements and Cash Management Agreements and the 000 expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped) and the Credit Parties agree to enter into a customary payoff letter, customary release any Lien encumbering any item of Collateral that and/or other similar agreement in respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted hereby by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented consented, approved, authorized or ratified in writing, (4) to the extent such property is owned by a Subsidiary Guarantor that is released from its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or (iiif acceptable to the applicable secured creditor) subordinate any Lien on a property granted to or held by Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(l), (m) or (for any Lien securing Indebtedness assumed in connection with a Permitted Acquisition) (u). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing the authority of the Agents to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 7.12 9.08. In each case, as specified in this Section 9.08, Administrative Agent and Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case, in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under the terms of the Credit Documents and this Section 10.5) have otherwise consented9.08.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the WEIL:\96958663\10\71605.0155 benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted pursuant to the Credit Documents, execute and deliver any such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of Company.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent and Collateral Agent, as applicable, on behalf of and for the benefit of Lendersthe Secured Parties, to be the agent for and representative of Lenders the Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or and Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by any Agent at any time, the Lenders will confirm in writing such Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8. Upon 103 the reasonable request of Credit Party Representative, Administrative Agent and Collateral Agent may, after receipt of a written certificate of the Chief Financial Officer of Credit Party Representative certifying that such transaction is permitted pursuant to the Credit Documents (and Administrative Agent and Collateral Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Credit Party Representative in connection with such permitted releases as described above, all at the expense of the Credit Parties.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, Lenders (i) to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents, on behalf of and for the benefit of Lenders, (ii) to (i) be the act as collateral agent for and representative Secured Parties, for purposes of Lenders with respect to the Collateral, the Intercreditor Agreement and perfection of all Liens created by the Collateral Documents and for other purposes stated therein (iiincluding managing, supervising and dealing with the Collateral), (iii) without further written consent or authorization from Lenders, execute and perform under to enter into the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of the Collateral Documents, (iv) to file and prove claims and other documents necessary or desirable to allow the claims of Secured Parties with respect to any such joindersGuaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings, amendmentsand (v) to execute any amendment, modifications, supplements and restatementsconsent or waiver under the Credit Documents to the extent the consents of the Lenders required by Section 10.5 have been received. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or as required under the Intercreditor Agreement or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or in connection with respect a sale or other disposition (including by merger or consolidation) of such Guarantor to which Requisite Lenders (or such other Lenders as may be required re- quired to give such consent under Section 10.5) have otherwise consentedconsented or as required under the Intercreditor Agreement; provided that such Guaranty or Lien is also released under the First Lien Documents.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Interest Rate Agreement and potential Cash Management Banks party to a Cash Management Agreement) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to NAI-1537228099v31537241654v2 the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without Without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, (i) may enter into and sign for and on behalf of the Lenders as Secured Parties, the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of the Borrower Representative, will promptly execute any documents or instruments necessary to release any Liens on any property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of such Liens and to terminate Processor Consent Agreements, landlord waivers and other similar documents (1) upon termination of all Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations not then due and owing, (ii) unasserted expense reimbursement obligations and (iii) obligations under Cash Management Agreements or obligations under Secured Interest Rate Agreements as to which arrangements reasonably satisfactory to the applicable Lender Counterparty have been made), including all obligations under any Secured Interest Rate Agreements and Cash Management Agreements and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped) and the Credit Parties agree to enter into a customary payoff letter, customary release any Lien encumbering any item of Collateral that and/or other similar agreement in respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted hereby by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented consented, approved, authorized or ratified in writing, (4) to the extent such property is owned by a Subsidiary Guarantor that is released from its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or (iiif acceptable to the applicable secured creditor) subordinate any Lien on a property granted to or held by Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(l), (m) or (for any Lien securing Indebtedness assumed in connection with a Permitted Acquisition) (u). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing the authority of the Agents to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 7.12 9.08. In each case, as specified in this Section 9.08, Administrative Agent and Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case, in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under the terms of the Credit Documents and this Section 10.5) have otherwise consented9.08.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from the Lenders, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien for the benefit of the Revolving Secured Parties (A) encumbering any item of Collateral that is the subject of a sale or other disposition of assets to a Person other than the Borrower or any of its Subsidiaries permitted hereby or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (B) upon the termination of the Total Commitment and payment in full in cash of all Obligations (other than contingent indemnification and reimbursement Obligations not then due and payable) and expiration or termination of all Letters of Credit (other than Letters of Credit that have been cash collateralized or back-stopped pursuant to arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank in an amount equal to 105% of the Letter of Credit Usage with respect to such Letters of Credit) shall have been made, (ii) release any Guarantor Subsidiary from the Guaranty pursuant to Section 7.12 or with respect to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (iii) to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Interest Rate Agreement and potential Cash Management Banks party to a Cash Management Agreement) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without Without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, (i) may enter into and sign for and on behalf of the Lenders as Secured Parties, the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of the Borrower Representative, will promptly execute any documents or instruments necessary to release any Liens on any property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of such Liens and to terminate Processor Consent Agreements, landlord waivers and other similar documents (1) upon termination of all Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations not then due and owing, (ii) unasserted expense reimbursement obligations and (iii) obligations under Cash Management Agreements or obligations under Secured Interest Rate Agreements as to which arrangements reasonably satisfactory to the applicable Lender Counterparty have been made), including all obligations under any Secured Interest Rate Agreements and Cash Management Agreements and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped) and the Credit Parties agree to enter into a customary payoff letter, customary release any Lien encumbering any item of Collateral that and/or other similar agreement in respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted hereby by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented consented, approved, authorized or ratified in writing, (ii4) release any to the extent such property is owned by a Subsidiary Guarantor that is released from the Guaranty its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or with respect (if acceptable to which Requisite Lenders (the applicable secured creditor) subordinate any Lien on a property granted to or held by Collateral Agent under any Credit Document to the holder of any Lien on such other Lenders as may be required to give such consent under property that is permitted by Section 10.5) have otherwise consented.NAI-1537241654v2

Agents under Collateral Documents and Guaranty. Each Lender hereby further irrevocably authorizes Administrative each Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative the applicable Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 7.14 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.. Upon request by the Agents at any time, Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant hereto. Except with respect to the standard of care described below, the Agents shall have no obligation to perfect or determine whether the Liens granted to the Collateral Agent herein or pursuant to the Collateral Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. With respect to the perfection of any Liens granted hereunder, the Agents shall be entitled to rely solely on the direction of the Requisite Lenders and their representatives and counsel as to whether such Liens have been properly granted. Except as directed by the Requisite Lenders (subject to the terms hereof), the exercise of reasonable care in the custody of any collateral in its possession and the accounting for moneys actually received by it hereunder, the Agents shall have no duties as to any collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any collateral. The Agents shall be deemed to have exercised reasonable care in the custody and preservation of collateral in its possession if such Collateral is accorded treatment substantially equal to that which such Agent accords its own property. 115

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents (including, for the avoidance of doubt, for the purposes of signing, entering into and (ii) without further written consent or authorization from Lenders, execute and perform taking any step under the Collateral Documents, Documents in the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof name and any amendments, modifications, supplements and restatements on behalf of the Credit Documents in connection Secured Parties); provided that neither Administrative Agent nor 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 such joinders referred respect to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsHedge Agreement. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or, (iii) release any Guarantor designated as an Excluded Subsidiary (solely to the extent such Subsidiary is designated an Immaterial Subsidiary pursuant to clause (b) of the definition of Excluded Subsidiary) or Unrestricted Subsidiary from the Guaranty and any applicable Collateral Documents or (iv) in connection with any transaction permitted pursuant to Sections 6.1(f), 6.2(aa) or 6.2(bb), amend or otherwise modify (including by a waiver of any requirement or release thereof) any Collateral Document to provide for the applicable accounts (or amounts or assets held therein or credited thereto) to be released and treated as “Excluded Accounts” (as defined in the Second Amended and Restated Pledge and Security Agreement) (or the equivalent thereof (or provide equivalent treatment) with respect to any other applicable Collateral Documents) or to subordinate its Lien with respect to such accounts (or amounts or assets held therein or credit thereto). Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Secured Parties from time to time (it being understood that the provisions of this Section 9 apply to Collateral Agent in its capacity as trustee of such trust).

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from the Lenders, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien for the benefit of the Revolving Secured Parties (A) encumbering any item of Collateral that is the subject of a sale or other disposition of assets to a Person other than the Borrower or any of its Subsidiaries permitted hereby or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (B) upon the termination of the Total Commitment and payment in full in cash of all Obligations (other than contingent indemnification Obligations not then due and payable) and expiration or termination of all Letters of Credit (other than Letters of Credit that have been cash collateralized or back-stopped pursuant to arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank in an amount equal to 105% of the Letter of Credit Usage with respect to such Letters of Credit) shall have been made, (ii) release any Guarantor Subsidiary from the Guaranty pursuant to Section 7.12 or with respect to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (iii) to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes (i) the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Secured Obligations with respect to the Collateral, the Intercreditor any Secured Hedging Agreement and the Collateral Documents or Secured Treasury Services Agreement and (ii) without further written consent the Other Collateral Agent to take any actions delegated to it under this Agreement or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the other Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsDocument. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, the Administrative Agent or the Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party hereby irrevocably appoints and authorizes the Collateral Agent and its Affiliates and designees to act as the agent of such Secured Party 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. In this connection, any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this Section 9.8 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 9.8 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Credit Documents as if set forth in full herein with respect thereto.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateral, the Intercreditor Agreement and the Collateral Documents and (ii) without any Secured Hedge Agreement. Without further written consent or authorization from Lenders, execute and perform under the Collateral Documentsany Secured Party, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Required Lenders (or such other number or percentage of Lenders as may be required to give such consent under Section 11.01) have otherwise consented, (ii) release any Guarantor from the Guaranty pursuant to the Guaranty Agreement, pursuant to any transaction permitted hereunder pursuant to which such Guarantor ceases to be required to be a Guarantor hereunder or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iiiii) release subordinate the Collateral Agent’s Lien on the Collateral to any Guarantor from Permitted Lien thereon that is permitted to be prior to the Guaranty pursuant Collateral Agent’s Lien in accordance with this Agreement. Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to Section 7.12 ascertain or with respect inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to which Requisite the Lenders (for any failure to monitor or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedmaintain any portion of the Collateral.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Interest Rate Agreement and potential Cash Management Banks party to a Cash Management Agreement) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to NAI-1537228099v3 the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without Without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, (i) may enter into and sign for and on behalf of the Lenders as Secured Parties, the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of the Borrower Representative, will promptly execute any documents or instruments necessary to release any Liens on any property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of such Liens and to terminate Processor Consent Agreements, landlord waivers and other similar documents (1) upon termination of all Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations not then due and owing, (ii) unasserted expense reimbursement obligations and (iii) obligations under Cash Management Agreements or obligations under Secured Interest Rate Agreements as to which arrangements reasonably satisfactory to the applicable Lender Counterparty have been made), including all obligations under any Secured Interest Rate Agreements and Cash Management Agreements and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped) and the Credit Parties agree to enter into a customary payoff letter, customary release any Lien encumbering any item of Collateral that and/or other similar agreement in respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted hereby by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented consented, approved, authorized or ratified in writing, (4) to the extent such property is owned by a Subsidiary Guarantor that is released from its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or (iiif acceptable to the applicable secured creditor) subordinate any Lien on a property granted to or held by Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(l), (m) or (for any Lien securing Indebtedness assumed in connection with a Permitted Acquisition) (u). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing the authority of the Agents to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 7.12 9.08. In each case, as specified in this Section 9.08, Administrative Agent and Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case, in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under the terms of the Credit Documents and this Section 10.5) have otherwise consented9.08.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, (i) to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateralany Hedge Agreement, (ii) to enter into the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the other Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the 105 terms of any such joindersthe Intercreditor Agreement and each other Collateral Document (including to the extent required to give effect to the validity, amendmentsperfection or priority of the Liens granted thereunder) and (iii) to manage, modifications, supplements supervise and restatementsotherwise deal with the Collateral (including the making of Protective Advances on behalf of the Lenders in an aggregate amount not to exceed the lesser of $15,000,000 and the aggregate amount of the unused Revolving Commitments). Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented; provided that Collateral Agent shall not enter into or consent to any material amendment, modification, termination or waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

Agents under Collateral Documents and Guaranty. Each Lender Purchaser, by the acceptance of a Note, hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lendersthe Secured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty, the Collateral, the Collateral Documents and the other Note Documents. Each Lender hereby further authorizes Without limiting the generality of the foregoing, Administrative Agent and Collateral Agent, on behalf of and for the benefit of Lendersas applicable, are hereby expressly authorized to (i) be the agent for execute any and representative of Lenders all documents with respect to the CollateralCollateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the Intercreditor provisions of this Agreement and the Collateral Documents and Documents, (ii) without further written consent negotiate, enforce or authorization from Lenderssettle any claim, execute and perform under action or proceeding affecting the Collateral DocumentsPurchasers in their capacity as such, at the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements direction of the Credit Documents in connection with such joinders referred to in Section 6.2(bbRequisite Purchasers, which negotiation, enforcement or settlement will be binding upon each Purchaser and (iii) (which shall include, without limitation, implementation of enter into any pro rata sharing of collateral proceeds contemplated under any such joinders)intercreditor agreement or other subordination arrangement, and each Lender hereby further Purchaser agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsintercreditor agreement or other subordination arrangement. Subject to Section 10.5, without further written consent or authorization from Lendersany other Secured Party, Administrative Agent or Collateral Agent, as applicable, may may, and each such Agent hereby agrees to, at the sole expense of the Note Parties, execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral (A) that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such consent under Section 10.5) have otherwise consented or (B) upon payment in full of all Obligations, (ii) release any Guarantor from the Guaranty (a) pursuant to Section 7.12 or (b) with respect to which Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such consent under Section 10.5) in accordance with the Note Documents have otherwise consented. Upon request by any Agent at any time, the Requisite Purchasers will confirm in writing such Agent’s authority to release its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.9 and the Collateral Agent will, at the Issuer’s expense, execute and deliver to the applicable Note Party such documents as such Note Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents in accordance with the terms of the Note Documents and this Section 9.9. Each Purchaser, by acceptance of a Note, irrevocably agrees to be bound by the provisions of this Agreement and the other Note Documents.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, may shall, promptly upon the request of the Borrower, (i) in connection with any Asset Sale permitted by this Agreement (other than any Asset Sale to any Credit Party), execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby such Asset Sale or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (ii) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (iii) execute any documents or instruments necessary or reasonably desirable to release or subordinate any Lien on any property subject to a Lien permitted under Section 6.2(g). In addition to the foregoing, (i) if the Equity Interests of a Pledged Entity shall be the subject of an Asset Sale permitted under Section 6.8 (other than any Asset Sale to any Credit Party), then (a) the Lien over such Equity Interests granted pursuant to the Pledge Agreement shall automatically be discharged and (b) if the Pledgor that owned such Equity Interests no longer owns any Collateral, then such Pledgor shall automatically be released as a Pledgor under the Pledge Agreement and (ii) if any Borrowing Base Asset is the subject of an Asset Sale that is permitted under Section 6.8, and if after giving effect to such Asset Sale the Pledged Entity that owned such Borrowing Base Asset no longer owns any Borrowing Base Assets, then the Liens over the Equity Interests of such Pledged Entity granted pursuant to the Pledge Agreement shall automatically be discharged and released. In the event of any discharge or release pursuant to this Section 9.8(a), the Administrative Agent shall, without further consent from any Lender, sign or acknowledge any release agreement or other document reasonably requested by the Borrower evidencing such discharge or release.” LA\4334783.7

Agents under Collateral Documents and Guaranty. Each Lender and other Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by Collateral Agent at any time, the Lenders will confirm in writing Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted pursuant to the Credit Documents (and Administrative Agent and Collateral Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of Company. Notwithstanding anything in the Credit Documents to the contrary, each party to this Agreement acknowledges and agrees that no Agent will be responsible for filing, continuing or otherwise tracking any Uniform Commercial Code financing statements or other security, mortgage or pledge filings required to be filed pursuant to the Credit Documents including, among other things, the upcoming lapse or expiration thereof.

Agents under Collateral Documents and Guaranty. Each Lender Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent, on behalf of and for the benefit of Lenders, to (i) be the agent for and representative of Lenders with respect to the Collateral, the Intercreditor Agreement Collateral and the Collateral Documents (including, for the avoidance of doubt, for the purposes of signing, entering into and (ii) without further written consent or authorization from Lenders, execute and perform taking any step under the Collateral Documents, Documents in the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof name and any amendments, modifications, supplements and restatements on behalf of the Credit Documents in connection Secured Parties); provided that neither Administrative Agent nor 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 such joinders referred respect to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatementsHedge Agreement. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented, (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented., (iii) release any Guarantor designated as an Excluded Subsidiary (solely to the extent such Subsidiary is designated an Immaterial Subsidiary pursuant to clause (b) of the definition of Excluded Subsidiary) or Unrestricted Subsidiary from the Guaranty and any applicable Collateral Documents or (iv) in connection with any transaction permitted pursuant to Sections 6.1(f), 6.2(aa) or 6.2(bb), amend or otherwise modify (including by a waiver of any requirement or release thereof) any Collateral Document to provide for the applicable accounts (or amounts or assets held therein or credited thereto) to be released and treated as “Excluded Accounts” (as defined in the Second Amended and Restated Pledge and Security Agreement) (or the equivalent thereof (or provide equivalent treatment) with respect to any other applicable Collateral Documents) or to subordinate its Lien with respect to such accounts (or amounts or assets held therein or credit thereto). Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Secured Parties from time to time (it being understood that the provisions of this Section 9 apply to Collateral Agent in its capacity as trustee of such trust). (b)

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, to be the agent for and representative of Lenders Secured Parties with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents; provided, on behalf that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure, or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateral, the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the Collateral Documents, the Intercreditor any Secured Hedge Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joinders, amendments, modifications, supplements and restatements. Subject to Section 10.5, without further written consent or authorization from Lendersany Secured Party, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) 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 a such sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented consented, or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.. Upon request by Administrative Agent or Collateral Agent at any time, the Lenders will confirm in writing Administrative Agent’s or Collateral Agent’s, as applicable, authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company or Holdings certifying that such transaction is permitted pursuant to the Credit Documents, execute and deliver any such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of Company. 151

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of LendersSecured Parties, (i) to be the agent for and representative of Lenders with respect to the Guaranty. Each Lender hereby further authorizes , the Collateral Agentand the Collateral Documents provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, on behalf duty of and for the benefit loyalty, duty of Lenderscare, duty of disclosure or any other obligation whatsoever to (i) be the agent for and representative any holder of Lenders Obligations with respect to the Collateralany Hedge Agreement, (ii) to enter into the Intercreditor Agreement and the Collateral Documents and (ii) without further written consent or authorization from Lenders, execute and perform under the other Collateral Documents, the Intercreditor Agreement, any joinders to the Intercreditor Agreement referred to in Section 6.2(bb) hereof and any amendments, modifications, supplements and restatements of the Credit Documents in connection with such joinders referred to in Section 6.2(bb) (which shall include, without limitation, implementation of any pro rata sharing of collateral proceeds contemplated under any such joinders), and each Lender hereby further agrees to be bound by the terms of any such joindersthe Intercreditor Agreement and each other Collateral Document (including to the extent required to give effect to the validity, amendmentsperfection or priority of the Liens granted thereunder) and (iii) to manage, modifications, supplements supervise and restatementsotherwise deal with the Collateral. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented in writing or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented in writing; provided that Collateral Agent shall not enter into or consent to any material amendment, modification, termination or waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).