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 or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Secured Hedge Agreement or any Secured Bank Product Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may applicable, 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) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets 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 (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. Upon request by Administrative Agent at , (iii) execute any timedocuments 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 Lenders will confirm form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in writing Administrative Agent’s authority to release its interest in particular types or items respect of property, or to release any Guarantor from its obligations under of 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 Mortgaged Properties 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 thereinSection 6.2(q), 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 hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured PartiesLenders, to be the agent for and representative of Secured Parties 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 Collateral 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 any Secured PartyLenders, 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 such 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 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 hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Secured Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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 or Holdings 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)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. 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 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 Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable 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 and/or other similar agreement in connection respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted by this AgreementAgreement or under any other Credit Document, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or (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, 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 (if 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 respect to which Requisite Lenders a Permitted Acquisition) (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedu). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing Administrative Agent’s 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 9.89.08. Upon the reasonable request of CompanyIn each case, Administrative Agent and/or Collateral Agent mayas specified in this Section 9.08, 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)will, at the Borrowers’ expense, execute and deliver any to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release documentation reasonably requested by Company 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 connection each case, in accordance with such permitted releases as described above, all at the expense terms of Company. Notwithstanding anything in the Credit Documents to the contrary, each party to and 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 thereofSection 9.08.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral Collateral, any Replacement Revolving Intercreditor Agreement 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 any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise 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. Upon request by Administrative Agent at 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 timeconflict between the terms of such Replacement Revolving Intercreditor Agreement and any of the Credit Documents, the Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items provisions of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8such Replacement Revolving Intercreditor Agreement shall govern and control. 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 (Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent may rely conclusively to enter into the Replacement Revolving Intercreditor Agreement on any such certificate without further inquiry and shall have no liability to any behalf of the Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Company Parties in connection accordance 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 to take all actions (and execute all documents) required (or otherwise tracking any Uniform Commercial Code financing statements or other security, mortgage or pledge filings required to be filed pursuant to deemed advisable) by it in accordance with the Credit Documents including, among other things, the upcoming lapse or expiration thereofterms 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral Collateral, the Closing Date Intercreditor Agreement, any Alternative Facility Intercreditor Agreement 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 any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise 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. Upon request by Administrative Agent at any timeEach Secured Party understands, acknowledges and agrees that arrangements may be put in place whereby 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 Revolving Loan Priority Collateral and/or the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or ABL Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted may be sold pursuant to the Revolving Credit Documents (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 may rely conclusively to enter into the Closing Date Intercreditor Agreement and any Alternative Facility Intercreditor Agreement on any such certificate without further inquiry behalf of the Secured Parties in accordance with this Agreement (and shall have no liability consents to any Secured Party for any inaccuracy or misrepresentation 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), 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral Collateral, the Intercreditor Agreement, any Other Intercreditor Agreement 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 any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise 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. Upon request by Administrative Agent at any timeEach Secured Party understands, acknowledges and agrees that arrangements may be put in place whereby 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 Revolving Loan Priority Collateral and/or the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or ABL Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted may be sold pursuant to the Revolving Credit Documents (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 may rely conclusively to enter into the Intercreditor Agreement and any Other Intercreditor Agreement on any such certificate without further inquiry behalf of the Secured Parties in accordance with this Agreement (and shall have no liability consents to any Secured Party for any inaccuracy or misrepresentation 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), 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 hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured PartiesLenders, to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Hedge Agreement. Each Lender, by its signature hereto or by its signature to an Assignment Agreement, consents and agrees to all terms of the Collateral Documents as such agreements may be in effect or may be amended from time to time in accordance with their terms (including, without limitation, the Working Capital Facility Intercreditor Agreement) and agrees to be bound by such terms as they apply to the Collateral Agent acting on behalf of such Lender. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders, 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 such a sale or other disposition of assets 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 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. 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 hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders, 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 such 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 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 timeWithout limiting the generality of the foregoing, upon the Lenders will confirm termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in writing a manner reasonably acceptable to Administrative Agent’s authority , but in no event to release its interest in particular types or items exceed 105% of propertythe face amount thereof) of all Letters of Credit, or (i) the Liens created by the Collateral Documents shall terminate and all rights to release any Guarantor from its obligations under the Guaranty pursuant Collateral shall revert to this Section 9.8. Upon the reasonable request of Companyapplicable Credit Party, Administrative Agent and/or and (ii) Collateral Agent maywill, after receipt upon a Credit Party’s request and at such Credit Party’s expense, (x) return to such Credit Party such of a written certificate the Collateral as shall not have been sold or otherwise disposed of a Chief Financial Officer of Company certifying that such transaction is permitted or applied pursuant to the terms of the Credit Documents and (and Administrative Agent and Collateral Agent may rely conclusively on any y) at such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein)Credit Party’s expense, execute and deliver any 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 documentation reasonably requested by Company documents (and, if applicable, in connection with such permitted releases recordable form) (collectively, “Release Documents”) as described aboveare necessary to release, all at of record, the expense of Company. Notwithstanding anything in the Credit Documents to the contrary, each party Liens and security interests granted pursuant 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 includingas such Credit Party shall reasonably request to evidence such termination, among other thingsall 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 upcoming lapse 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 expiration thereofasset 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 and Issuing Bank hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, (i) to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Hedge Agreement, (ii) to enter into the Intercreditor Agreement and the other Collateral Documents, and each Lender agrees to be bound by the terms of the Intercreditor Agreement and each other Collateral Document (including to the extent required to give effect to the validity, perfection or priority of the Liens granted thereunder) and (iii) to manage, supervise and otherwise deal with the Collateral. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders, 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 such 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 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 ; provided that 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 not enter into or consent to any Secured Party for any inaccuracy material amendment, modification, termination or misrepresentation contained therein), execute and deliver any waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such release documentation reasonably requested by Company in connection with such permitted releases other Lenders 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 may 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 thereofgive 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Secured Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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 or Holdings 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)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. 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 (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 or and Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided, 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 respect to any Secured Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or and 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 such sale or other disposition of assets 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 (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 Administrative any Agent at any time, the Lenders will confirm in writing Administrative such Agent’s authority to release its interest in 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 CompanyCredit Party Representative, Administrative Agent and/or and Collateral Agent may, after receipt of a written certificate of a the Chief Financial Officer of Company 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 Company Credit Party Representative 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 thereofParties.

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 Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders, Administrative 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 such 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 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 timeWithout limiting the generality of the foregoing, upon the Lenders will confirm termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in writing a manner reasonably acceptable to Administrative Agent’s authority , but in no event to release its interest in particular types or items exceed 105% of propertythe face amount thereof) of all Letters of Credit, or (i) the Liens created by the Collateral Documents shall terminate and all rights to release any Guarantor from its obligations under the Guaranty pursuant Collateral shall revert to this Section 9.8. Upon the reasonable request of Companyapplicable Credit Party, Administrative Agent and/or and (ii) Collateral Agent maywill, after receipt upon a Credit Party’s request and at such Credit Party’s expense, (x) return to such Credit Party such of a written certificate the Collateral as shall not have been sold or otherwise disposed of a Chief Financial Officer of Company certifying that such transaction is permitted or applied pursuant to the terms of the Credit Documents and (and Administrative Agent and Collateral Agent may rely conclusively on any y) at such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein)Credit Party’s expense, execute and deliver any 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 documentation reasonably requested by Company documents (and, if applicable, in connection with such permitted releases recordable form) (collectively, “Release Documents”) as described aboveare necessary to release, all at of record, the expense of Company. Notwithstanding anything in the Credit Documents to the contrary, each party Liens and security interests granted pursuant 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 includingas such Credit Party shall reasonably request to evidence such termination, among other thingsall 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 upcoming lapse 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 expiration thereofasset 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 hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of Secured Partiesthe Lenders, to be the agent for and representative of Secured Parties the Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Partythe Lenders, 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 for the benefit of the Revolving Secured Parties (A) encumbering any item of Collateral that is the subject of such 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 consentedconsented 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, or (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 consented. Upon request by Administrative Agent at consented or (iii) to take any time, action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Lenders will confirm in writing Administrative Agent’s authority to release its security interest in particular types or items of property, or to release any Guarantor from its obligations under and liens upon 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 granted 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 thereofDocuments.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations with respect to any Secured Hedging Agreement or Secured Treasury Services Agreement and (ii) the Other Collateral Agent to take any actions delegated to it under this Agreement or any other Credit Document. Subject to Section 10.5, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable may execute any documents or instruments necessary to (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 such sale or other disposition of assets 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 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 Administrative 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 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 9.8 for purposes of holding or enforcing any Lien on the reasonable request Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Companythe Collateral Agent, Administrative Agent and/or 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 may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted pursuant to under 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 as if set forth in connection full herein 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 thereofrespect thereto.

Agents under Collateral Documents and Guaranty. Each Lender Bank hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, applicable (each under release from the restrictions of section 181 of the German Civil Code) on behalf of and for the benefit of Secured Partiesthe Banks, to be the agent for and representative of Secured Parties the Banks with respect to the Guaranty, the Collateral and the Collateral Documents. the A. Subject to Section 10.510.6, without further written consent or authorization from any Secured Partythe Banks, 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 (A) upon termination of all of the Revolving Commitments and payment in full of the Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is the subject of such a sale or other disposition of assets permitted hereby or (C) 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 consentedconsented and (iii) subordinate any Lien encumbering any item of Collateral to the holder of any Lien on such Collateral that is permitted by Section 6.2. Upon request by the Administrative Agent or the Collateral Agent at any time, the Lenders Requisite Banks will confirm in writing Administrative such Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.89.8(a). Upon Neither the reasonable request of Company, Administrative Agent and/or nor the 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 filingor have a duty to ascertain or inquire into any representation or warranty regarding the existence, continuing value or otherwise tracking collectability of the Collateral, the existence, priority or perfection of the Administrative Agent or the Collateral Agent thereon, any Uniform Commercial Code financing statements or other securityany certificate prepared by any Credit Party in connection therewith, mortgage nor that any Agent be responsible or pledge filings required to be filed pursuant liable to the Credit Documents including, among other things, Banks for any failure to monitor or maintain any portion of the upcoming lapse or expiration thereofCollateral.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may applicable, 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) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets 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 (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. Upon request by Administrative Agent at consented or (iii) execute any time, the Lenders will confirm in writing Administrative Agent’s authority documents or instruments necessary or reasonably desirable to release its interest in particular types or items 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 propertya Pledged Entity shall be the subject of an Asset Sale permitted under Section 6.8 (other than any Asset Sale to any Credit Party), or then (a) the Lien over such Equity Interests granted pursuant to release the Pledge Agreement shall automatically be discharged and (b) if the Pledgor that owned such Equity Interests no longer owns any Guarantor from its obligations Collateral, then such Pledgor shall automatically be released as a Pledgor under the Guaranty 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. Upon 9.8(a), the reasonable request of Company, Administrative Agent and/or Collateral Agent mayshall, 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 consent from any Secured Party for Lender, sign or acknowledge any inaccuracy release agreement or misrepresentation contained therein), execute and deliver any such release documentation other document reasonably requested by Company in connection with the Borrower evidencing 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 discharge 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 thereofrelease.” LA\4334783.7

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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)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. 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral DocumentsDocuments (including, for the avoidance of doubt, for the purposes of signing, entering into and taking any step under the Collateral Documents in the name and on behalf of the 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 respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. Upon request by Administrative Agent at any timeconsented or, the Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items of property, or to (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 its obligations under the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or and any applicable Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such Documents or (iv) in connection with any transaction is 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 Credit Documents applicable accounts (or amounts or assets held therein or credited thereto) to be released and Administrative Agent 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 may rely conclusively further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on any 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 certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained thereintrust), 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral DocumentsDocuments (including, for the avoidance of doubt, for the purposes of signing, entering into and taking any step under the Collateral Documents in the name and on behalf of the 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 respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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 consented or items of property, or to (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 its obligations under the Guaranty pursuant 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 9.8. Upon the reasonable request of Company, Administrative Agent and/or 9 apply to Collateral Agent may, after receipt in its capacity as trustee 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 thereintrust), 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 hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, (i) to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Hedge Agreement, (ii) to enter into the Intercreditor Agreement and the other Collateral Documents, and each Lender agrees to be bound by the terms of the Intercreditor Agreement and each other Collateral Document (including to the extent required to give effect to the validity, perfection or priority of the Liens granted thereunder) and (iii) to manage, supervise and otherwise 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 any Secured PartyLenders, 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 such 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 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 ; provided that 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 not enter into or consent to any Secured Party for any inaccuracy material amendment, modification, termination or misrepresentation contained therein), execute and deliver any waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such release documentation reasonably requested by Company in connection with such permitted releases other Lenders 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 may 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 thereofgive 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the 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 any holder of Obligations. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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 Companythe Company Representative, Administrative Agent and/or Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of the Company 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)Documents, execute and deliver any such release documentation reasonably requested by the Company Representative 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 thereofCompanies.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Secured Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or other disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which 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. 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 , and 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 hereby further appoints and authorizes Administrative Agent or Collateral Agent▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., as applicablethe administrative agent under the Existing Credit Agreement, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral DocumentsDocuments (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 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 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 such sale or other disposition of assets or 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 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. 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 (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 Secured Parties, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.510.04, without further written consent or authorization from any Secured PartyLenders (subject to the paragraph below), 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 such 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 (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 pursuant to Guaranty. In each case as specified in this Section 9.8. Upon Section, the reasonable request of Company, Administrative Agent and/or or Collateral Agent mayAgent, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted pursuant to as applicable, will, at 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)Borrowers’ expense, 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 contraryapplicable 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 party to case in accordance with the terms of the Loan Documents and 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 thereofSection.

Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or and Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or and 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 such sale or other disposition of assets 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 (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 Administrative any Agent at any time, the Lenders will confirm in writing Administrative 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 the reasonable request of CompanyCredit Party Representative, Administrative Agent and/or and Collateral Agent may, after receipt of a written certificate of a the Chief Financial Officer of Company 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 Company Credit Party Representative 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 thereofParties.

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 Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable 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 and/or other similar agreement in connection respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted by this AgreementAgreement or under any other Credit Document, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or (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, 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 (if 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 respect to which Requisite Lenders a Permitted Acquisition), (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedu). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing Administrative Agent’s 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 9.89.08. Upon the reasonable request of CompanyIn each case, Administrative Agent and/or Collateral Agent mayas specified in this Section 9.08, 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)will, at the Borrowers’ expense, execute and deliver any to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release documentation reasonably requested by Company 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 connection each case, in accordance with such permitted releases as described above, all at the expense terms of Company. Notwithstanding anything in the Credit Documents to the contrary, each party to and 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 thereofSection 9.08.

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 Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders, 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, necessary to release any Lien encumbering any item of Collateral that is the subject of such 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) 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. Upon request by Administrative Agent at any time, the Lenders will confirm consented or (iii) in writing Administrative Agent’s authority to release its interest in particular types connection with a credit bid or items of property, or to release any Guarantor from its obligations purchase authorized under the Guaranty pursuant to this Section 9.8. Upon Agents, the reasonable request 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 Companythe Requisite Lenders (or as otherwise agreed to by the Lenders in writing), Administrative Agent and/or to (x) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral Agent mayat any sale thereof conducted under the provisions of the Bankruptcy Code, after receipt including Section 363 of a written certificate the Bankruptcy Code, (y) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of a Chief Financial Officer the Collateral at any sale or other disposition thereof conducted under the provisions of Company certifying that such transaction is permitted the UCC, including pursuant to Sections 9-610 or 9-620 of the Credit Documents 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 Administrative 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 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 reduce the expense of Company. Notwithstanding anything in the Credit Documents Obligations owed to the contrary, each party to this Agreement acknowledges Lenders 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 the Lender Counterparties (ratably based upon the proportion of their Obligations credit bid in relation to the Credit Documents including, among other things, aggregate amount of Obligations so credit bid unless otherwise agreed to by the upcoming lapse or expiration thereofLenders 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 Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable 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 and/or other similar agreement in connection respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted by this AgreementAgreement or under any other Credit Document, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or (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, 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 or with respect to which Requisite Lenders and (or 5) upon such other Lenders as may be required to give such consent under Section 10.5property constituting Excluded Assets and (iii) have otherwise consented. Upon request by Administrative Agent at any time, upon 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 Companythe Borrower Representative, Administrative Agent and/or will promptly release or (if acceptable to the applicable secured creditor) subordinate any Lien on a property granted to or held by Collateral Agent may, after receipt under any Credit Document to the holder of a written certificate of a Chief Financial Officer of Company certifying any Lien on such property 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.Section NAI-1537241654v2

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral Collateral, the Intercreditor Agreement 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 any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise 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. Upon request by Administrative Agent at any timeEach Secured Party understands, acknowledges and agrees that arrangements will be put in place whereby 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 Replacement Revolving Priority Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted may be sold pursuant to the Replacement Revolving Credit Documents (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 may rely conclusively to enter into the Intercreditor Agreement on any such certificate without further inquiry and shall have no liability to any behalf of the Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Company Parties in connection accordance 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 to take all actions (and execute all documents) required (or otherwise tracking any Uniform Commercial Code financing statements or other security, mortgage or pledge filings required to be filed pursuant to deemed advisable) by it in accordance with the Credit Documents including, among other things, terms of the upcoming lapse or expiration thereofIntercreditor Agreement.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. Upon request by Administrative Collateral Agent at any time, the Lenders will confirm in writing Administrative 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 hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of Secured Partiesthe Lenders, to be the agent for and representative of Secured Parties the Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Partythe Lenders, 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 for the benefit of the Revolving Secured Parties (A) encumbering any item of Collateral that is the subject of such 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 consentedconsented 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, or (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 consented. Upon request by Administrative Agent at consented or (iii) to take any time, action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Lenders will confirm in writing Administrative Agent’s authority to release its security interest in particular types or items of property, or to release any Guarantor from its obligations under and liens upon 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 granted 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 thereofDocuments.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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)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. 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 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 Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to NAI-1537228099v31537241654v2 the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable 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 and/or other similar agreement in connection respect thereto with Administrative Agent, (2) to the extent such property is the subject of a sale or other disposition of assets permitted by this AgreementAgreement or under any other Credit Document, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or (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, 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 (if 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 respect to which Requisite Lenders a Permitted Acquisition) (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedu). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing Administrative Agent’s 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 9.89.08. Upon the reasonable request of CompanyIn each case, Administrative Agent and/or Collateral Agent mayas specified in this Section 9.08, 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)will, at the Borrowers’ expense, execute and deliver any to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release documentation reasonably requested by Company 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 connection each case, in accordance with such permitted releases as described above, all at the expense terms of Company. Notwithstanding anything in the Credit Documents to the contrary, each party to and 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 thereofSection 9.08.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations with respect to any Secured Hedging Agreement or Secured Treasury Services Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable may execute any documents or instruments necessary to (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 such sale or other disposition of assets 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 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 Administrative 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 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 9.8 for purposes of holding or enforcing any Lien on the reasonable request Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Companythe Collateral Agent, Administrative Agent and/or 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 may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such transaction is permitted pursuant to under 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 as if set forth in connection full herein 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 thereofrespect thereto.

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 Secured Parties, (i) to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Hedge Agreement, (ii) to enter into the Intercreditor Agreement and the other Collateral Documents, and each Lender agrees to be bound by the terms of the Intercreditor Agreement and each other Collateral Document (including to the extent required to give effect to the validity, perfection or priority of the Liens granted thereunder) and (iii) to manage, supervise and otherwise deal with the Collateral. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders, 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 such 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 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 consented. Upon request by Administrative Agent at any time, the Lenders will confirm consented 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 writing; provided that 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 not enter into or consent to any Secured Party for any inaccuracy material amendment, modification, termination or misrepresentation contained therein), execute and deliver any waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such release documentation reasonably requested by Company in connection with such permitted releases other Lenders 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 may 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 thereofgive such instructions under Section 10.5).

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral DocumentsDocuments (including, for the avoidance of doubt, for the purposes of signing, entering into and taking any step under the Collateral Documents in the name and on behalf of the 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 respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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 (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 its obligations under the Guaranty pursuant to this Section 9.8. Upon the reasonable request of Company, Administrative Agent and/or and any applicable Collateral Agent may, after receipt of a written certificate of a Chief Financial Officer of Company certifying that such Documents or (iv) in connection with any transaction is 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 Credit Documents applicable accounts (or amounts or assets held therein or credited thereto) to be released and Administrative Agent 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 may rely conclusively further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on any 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 certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained thereintrust), 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 hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, Lenders (i) to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents, (ii) to act as collateral agent for Secured Parties, for purposes of perfection of all Liens created by the Collateral Documents and for other purposes stated therein (including managing, supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents and each Lender 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 Guaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings, and (v) to execute any amendment, consent 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 any Secured PartyLenders, 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 such 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 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 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 consented or items of property, or to release any Guarantor from its obligations as required 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 Intercreditor Agreement; provided that such transaction Guaranty or Lien is permitted pursuant to also released under 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 thereofFirst Lien 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Credit Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or or, if instructed by Administrative Agent, 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 AgreementAgreement to a Person that is not a Credit Party, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets 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, 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. Upon request by Administrative Agent at In the event of any timeconflict between the terms of the DIP Order and any of the Credit Documents, the Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items provisions of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8DIP Order shall govern and control. 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 (Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent may rely conclusively to enter into the Collateral Documents on any such certificate without further inquiry behalf of the Secured Parties in accordance with this Agreement (and shall have no liability consents to any Secured Party for any inaccuracy or misrepresentation the terms contained therein), ) and to take all actions (and execute and deliver any all documents) required (or deemed advisable) by it in accordance with the terms of such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of CompanyCollateral Documents. Notwithstanding anything herein or in the any other Credit Documents to the contrary, each party to this Agreement acknowledges and agrees that Collateral Agent shall have no Agent will be responsible responsibility for filingthe preparation, continuing filing or otherwise tracking recording of any Uniform Commercial Code instrument, document or financing statements statement or other security, mortgage for the perfection or pledge filings required to be filed pursuant to maintenance of any security interest created under the Credit Documents including, among other things, the upcoming lapse or expiration thereofCollateral 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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the 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 any holder of Obligations with respect to any Secured Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets 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. 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 (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)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. 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 the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Secured Hedge Agreement. Subject to Section 10.5, without Without further written consent or authorization from any 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 such sale or other disposition of assets 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, 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 to Section 7.12 or Collateral Agent’s Lien in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedthis Agreement. Upon request by Neither the Administrative Agent at any time, nor 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 filingor have a duty to ascertain or inquire into any representation or warranty regarding the existence, continuing value or otherwise tracking collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any Uniform Commercial Code financing statements certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or other security, mortgage the Collateral Agent be responsible or pledge filings required to be filed pursuant liable to the Credit Documents including, among other things, Lenders for any failure to monitor or maintain any portion of the upcoming lapse or expiration thereofCollateral.

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 Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral DocumentsDocuments (including, for the avoidance of doubt, for the purposes of signing, entering into and taking any step under the Collateral Documents in the name and on behalf of the 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 respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, 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 such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented 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 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 consented or items of property, or to (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 its obligations under the Guaranty pursuant 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 9.8. Upon the reasonable request of Company, Administrative Agent and/or 9 apply to Collateral Agent may, after receipt in its capacity as trustee 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 thereintrust), 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 hereby further authorizes Administrative Agent or (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Collateral Agent, as applicable, on behalf of and for the benefit of Secured PartiesLenders and Bank Product Providers, to be the agent for and representative of Secured Parties Lenders and Bank Product Providers with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders or Bank Product Providers, the Administrative Agent or the Collateral Agent, as applicable may applicable, may, and shall at the written request of the Borrower, 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 (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 such a sale or other disposition of assets permitted hereby or to which Requisite Required Lenders (or such other Lenders or 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 (iiF) release any Guarantor from if approved, authorized or ratified in writing in accordance herein by the Guaranty pursuant to Section 7.12 or with respect to which Requisite Required Lenders (or such other percentage of the Lenders as whose consent may be required to give such consent under in accordance with Section 10.5), (ii) 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 if such Person ceases to this Section 9.8. Upon 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 reasonable request 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 Companysuch 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 and/or or the Collateral Agent may, after receipt of is otherwise contemplated herein as being 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 thereofsuch Intercreditor Agreement.

Agents under Collateral Documents and Guaranty. Each Lender hereby further irrevocably authorizes Administrative Agent or Collateral each Agent, as applicable, on behalf of and for the benefit of Secured PartiesLenders, to be the agent for and representative of Secured Parties Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured PartyLenders, Administrative the applicable 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 such 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 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 Administrative Agent the Agents at any time, the Lenders will confirm in writing Administrative such Agent’s authority to release its interest in particular types or items of propertyCollateral 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 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 herein or pursuant to the Credit 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 Administrative Agent and Collateral Agent may rely conclusively on any such certificate without further inquiry and the accounting for moneys actually received by it hereunder, the Agents shall have no liability duties as to any Secured Party for collateral or as to the taking of any inaccuracy necessary steps to preserve rights against prior parties 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 Companyother rights pertaining to any collateral. Notwithstanding anything The Agents shall be deemed to have exercised reasonable care in the Credit Documents custody and preservation of collateral in its possession if such Collateral is accorded treatment substantially equal to the contrary, each party to this Agreement acknowledges and agrees that no which such 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 thereofaccords its own property.