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

Agents under Collateral Documents and Guaranty. Each 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, 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 release any Lien encumbering any item of Collateral that is the subject of such Asset Sale or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (ii) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q).

Agents under Collateral Documents and Guaranty. Each Secured Party 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 Secured Hedge Agreement Agreement. Each Lender, by its signature hereto or any Secured Bank Product 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, shall, promptly upon the request of may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to 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, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q).

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Party 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; 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 Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable, shall(i) may enter into and sign for and on behalf of the Lenders as Secured Parties, promptly the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of any Borrowerthe Borrower Representative, (i) in connection with any Asset Sale permitted by this Agreement, will promptly execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering Liens on any item property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of Collateral 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 respect thereto with Administrative Agent, (2) to the extent such property is the subject of such Asset Sale a sale or other disposition of assets permitted by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented, approved, authorized or ratified in writing, (ii4) execute to the extent such property is owned by a Subsidiary Guarantor that is released from its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or (if acceptable to the applicable secured creditor) subordinate any documents Lien on a property granted to or instruments necessary 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 reasonably desirable (for any Lien securing Indebtedness assumed in connection with a Permitted Acquisition) (u). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing the authority of the Agents to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 7.12 9.08. In each case, as specified in this Section 9.08, Administrative Agent and Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case, in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any terms of the Mortgaged Properties permitted pursuant to Credit Documents and this Section 6.2(q)9.08.

Agents under Collateral Documents and Guaranty. Each 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents subordinate the Collateral Agent’s Liens on the ABL Collateral in connection with the incurrence of the Replacement Revolving Facility, or instruments necessary or reasonably desirable to (iii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, (iii) execute any documents or instruments necessary or reasonably desirable acknowledges and agrees that arrangements may be put in place whereby the ABL Collateral may be sold pursuant to subordinate any Lien on any Mortgaged Properties a Replacement Revolving Facility, which arrangements, if in existence, shall be subject to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into terms and conditions of a subordinationReplacement Revolving Intercreditor Agreement. The terms of each Replacement Revolving Intercreditor Agreement may provide, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to event of any lease, sublease, license, sublicense or other occupancy agreement in respect conflict between the terms of such Replacement Revolving Intercreditor Agreement and any of the Mortgaged Properties permitted pursuant Credit Documents, the provisions of such Replacement Revolving Intercreditor Agreement shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to Section 6.2(q)enter into the Replacement Revolving Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such Replacement Revolving Intercreditor Agreement.

Agents under Collateral Documents and Guaranty. Each 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute 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 documents Alternative Facilities (or, to the extent such subordination is not permitted or instruments necessary customary in the relevant jurisdiction, release such Liens on the Revolving Loan Priority Collateral or reasonably desirable to the ABL Collateral, as applicable), or (iii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, (iii) execute any documents acknowledges and agrees that arrangements may be put in place whereby the Revolving Loan Priority Collateral and/or the ABL Collateral may be sold pursuant to the Revolving Credit Agreement or instruments necessary an Alternative Facility, which arrangements, if in existence, shall be subject to terms and conditions of the Intercreditor Agreement or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) the Alternative Facility Intercreditor Agreement. The terms of the Intercreditor Agreement or (iv) enter into a subordinationthe Alternative Facility Intercreditor Agreement may provide, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to event of any lease, sublease, license, sublicense conflict between the terms of such Intercreditor Agreement or other occupancy agreement in respect of such Alternative Facility Intercreditor Agreement and any of the Mortgaged Properties permitted pursuant Credit Documents, the provisions of such intercreditor agreement(s) shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to Section 6.2(qenter into the Intercreditor Agreement and any Other Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement (and consents to the terms contained therein) and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such intercreditor agreement(s).

Agents under Collateral Documents and Guaranty. Each 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute 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 documents Alternative Facilities (or, to the extent such subordination is not permitted or instruments necessary customary in the relevant jurisdiction, release such Liens on the Revolving Loan Priority Collateral or reasonably desirable to the ABL Collateral, as applicable), or (iii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, (iii) execute any documents acknowledges and agrees that arrangements may be put in place whereby the Revolving Loan Priority Collateral and/or the ABL Collateral may be sold pursuant to the Revolving Credit Agreement or instruments necessary an Alternative Facility, which arrangements, if in existence, shall be subject to terms and conditions of the Closing Date Intercreditor Agreement or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) the Alternative Facility Intercreditor Agreement. The terms of the Closing Date Intercreditor Agreement or (iv) enter into a subordinationthe Alternative Facility Intercreditor Agreement may provide, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to event of any lease, sublease, license, sublicense conflict between the terms of such Closing Date Intercreditor Agreement or other occupancy agreement in respect of such Alternative Facility Intercreditor Agreement and any of the Mortgaged Properties permitted pursuant Credit Documents, the provisions of such intercreditor agreement(s) shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to Section 6.2(qenter into the Closing Date Intercreditor Agreement and any Alternative Facility Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement (and consents to the terms contained therein) and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such intercreditor agreement(s).

Agents under Collateral Documents and Guaranty. Each 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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, consented or (iii) execute release any documents or instruments necessary or reasonably desirable Guarantor designated as an Excluded Subsidiary (solely to subordinate any Lien on any Mortgaged Properties the extent such Subsidiary is designated an Immaterial Subsidiary pursuant to any ordinary course Lien permitted under Section 6.2(eclause (b) of the definition of Excluded Subsidiary) or (iv) enter into a subordination, non-disturbance Unrestricted Subsidiary from the Guaranty and attornment agreement (substantially in any applicable Collateral Documents. Collateral Agent further declares that it holds all Australian Collateral acquired by the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any Collateral Agent after the date hereof on trust for the benefit of the Mortgaged Properties permitted pursuant Secured Parties from time to time (it being understood that the provisions of this Section 6.2(q9 apply to Collateral Agent in its capacity as trustee of such trust).

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 Partythe Lenders, the Administrative Agent or the Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien for the benefit of the Revolving Secured Parties (A) encumbering any item of Collateral that is the subject of such Asset Sale 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, (ii) execute any documents or instruments necessary or reasonably desirable to 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, consented or (iii) execute to take any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L action with respect to any lease, sublease, license, sublicense Collateral or other occupancy agreement Collateral Documents which may be necessary to perfect and maintain perfected the security interest in respect of any of and liens upon the Mortgaged Properties permitted Collateral granted pursuant to Section 6.2(q)the Collateral Documents.

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; 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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 Collateral Agent at any time, (iii) execute the Lenders will confirm in writing Collateral Agent’s authority to release its interest in particular types or items of property, or to release any documents or instruments necessary or reasonably desirable Guarantor from its obligations under the Guaranty pursuant to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under this Section 6.2(e) or (iv) enter into 9.8. Upon the reasonable request of Company, Administrative Agent and/or Collateral Agent may, after receipt of a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect written certificate of any a Chief Financial Officer of the Mortgaged Properties Company certifying that such transaction is permitted pursuant to Section 6.2(qthe 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 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consentedconsented or, (iii) execute release any documents 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 instruments necessary or reasonably desirable to subordinate Unrestricted Subsidiary from the Guaranty and any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) applicable Collateral Documents or (iv) enter into in connection with any transaction permitted pursuant to Sections 6.1(f), 6.2(aa) or 6.2(bb), amend or otherwise modify (including by a subordination, non-disturbance waiver of any requirement or release thereof) any Collateral Document to provide for the applicable accounts (or amounts or assets held therein or credited thereto) to be released and attornment agreement treated as “Excluded Accounts” (substantially as defined in the form attached hereto as Exhibit L Second Amended and Restated Pledge and Security Agreement) (or the equivalent thereof (or provide equivalent treatment) with respect to any lease, sublease, license, sublicense other applicable Collateral Documents) or other occupancy agreement in to subordinate its Lien with respect of any to such accounts (or amounts or assets held therein or credit thereto). Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Mortgaged Properties permitted pursuant Secured Parties from time to time (it being understood that the provisions of this Section 6.2(q9 apply to Collateral Agent in its capacity as trustee of such trust).

Agents under Collateral Documents and Guaranty. Each 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; 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 or, if instructed by Administrative Agent, Collateral Agent, as applicable, shall, promptly upon the request of may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this AgreementAgreement to a Person that is not a Credit Party, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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 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, (ii) execute . In the event of any documents or instruments necessary or reasonably desirable to release any Guarantor from conflict between the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance terms of the DIP Order and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant Credit Documents, the provisions of the DIP Order shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to Section 6.2(q)enter into the Collateral Documents on behalf of the Secured Parties in accordance with this Agreement (and consents to the terms contained therein) and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such Collateral Documents. Notwithstanding anything herein or in any other Credit Documents to the contrary, Collateral Agent shall have no responsibility for the preparation, filing or recording of any instrument, document or financing statement or for the perfection or maintenance of any security interest created under the Collateral Documents.

Agents under Collateral Documents and Guaranty. Each Secured Party 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 that 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 or any Secured Bank Product Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or and Collateral Agent, as applicable, shall, promptly upon the request of may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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 the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by any Agent at any time, (iii) execute the Lenders will confirm in writing 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 documents or instruments necessary or reasonably desirable Guarantor from its obligations under the Guaranty pursuant to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under this Section 6.2(e) or (iv) enter into 9.8. Upon the reasonable request of Credit Party Representative, Administrative Agent and Collateral Agent may, after receipt of a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any written certificate of the Mortgaged Properties Chief Financial Officer of Credit Party Representative certifying that such transaction is permitted pursuant to Section 6.2(qthe Credit Documents (and Administrative Agent and Collateral Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Credit Party Representative in connection with such permitted releases as described above, all at the expense of the Credit Parties.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 PartyLenders, Administrative the applicable Agent or Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 7.14 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by the Agents at any time, (iii) execute any documents Lenders will confirm in writing such Agent’s authority to release particular types or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L items of Collateral pursuant hereto. Except with respect to the standard of care described below, the Agents shall have no obligation to perfect or determine whether the Liens granted to the Collateral Agent herein or pursuant to the Collateral Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any lease, sublease, license, sublicense or other occupancy agreement in 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 Mortgaged Properties permitted pursuant Requisite Lenders and their representatives and counsel as to Section 6.2(qwhether such Liens have been properly granted. Except as directed by the Requisite Lenders (subject to the terms hereof), the exercise of reasonable care in the custody of any collateral in its possession and the accounting for moneys actually received by it hereunder, the Agents shall have no duties as to any collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any collateral. The Agents shall be deemed to have exercised reasonable care in the custody and preservation of collateral in its possession if such Collateral is accorded treatment substantially equal to that which such Agent accords its own property.

Agents under Collateral Documents and Guaranty. Each 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents 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 instruments necessary or reasonably desirable to (iii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Each Secured Party understands, (iii) execute any documents or instruments necessary or reasonably desirable acknowledges and agrees that arrangements will be put in place whereby the Replacement Revolving Priority Collateral may be sold pursuant to subordinate any Lien on any Mortgaged Properties the Replacement Revolving Credit Facility Documents, which arrangements shall be subject to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into the terms and conditions of the Intercreditor Agreement. The terms of the Intercreditor Agreement will provide that, if there is a subordination, non-disturbance conflict between the terms of the Intercreditor Agreement and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant Credit Documents, the provisions of the Intercreditor Agreement shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to Section 6.2(q)enter into the Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of the Intercreditor Agreement.

Agents under Collateral Documents and Guaranty. Each Secured Party 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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 any time, (iii) execute 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 documents or instruments necessary or reasonably desirable Guarantor from its obligations under the Guaranty pursuant to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under this Section 6.2(e) or (iv) enter into 9.8. Upon the reasonable request of Company, Administrative Agent and/or Collateral Agent may, after receipt of a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect written certificate of any a Chief Financial Officer of the Mortgaged Properties Company certifying that such transaction is permitted pursuant to Section 6.2(qthe 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. (i) Each Secured Party Lender and each Issuing Bank hereby further authorizes the Administrative Agent or and 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 Lenders with respect to the Guaranty, the Collateral and the Collateral Documents; provided . (ii) Each Lender and each Issuing Bank agrees that neither any action taken by the Administrative Agent nor or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Credit Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the Issuing Banks. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection with the Revolving Credit Facility. (iii) Each Lender and each Issuing Bank agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Credit Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, the Issuing Bank and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever have the sole and exclusive right and authority to any holder of Obligations (A) act as the disbursing and collecting agent for the Lenders and the Issuing Banks 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, shall, promptly upon the request of any Borrower, (i) all payments and collections arising in connection with the Collateral and with the Collateral Documents, (B) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any Asset Sale permitted of the Subsidiaries, (C) act as collateral agent for the Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens created by this Agreementsuch agreements and all other purposes stated therein; provided, execute however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent, each Lender and each Issuing Bank to act as collateral sub-agent for the Agents, the Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any documents Deposit Accounts maintained by a Credit Party with, and cash and Cash Equivalents held by, a Agent, such Lender or instruments such Issuing Bank, (D) manage, supervise and otherwise deal with the Collateral, (E) take such action as is necessary or reasonably desirable to release any Lien encumbering any item maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral that is the subject of such Asset Sale or to which Requisite Lenders Documents, and (or such other Lenders F) except as may be required to give such consent under Section 10.5) have otherwise consentedspecifically restricted by the terms hereof or of any other Credit Document (including the Intercreditor Agreement), (ii) execute any documents or instruments necessary or reasonably desirable to release any Guarantor upon receipt of instructions from the Guaranty pursuant Administrative Agent, exercise all remedies given to Section 7.12 or any Agent, the Lenders, the Issuing Banks and the other Secured Parties with respect to which Requisite Lenders (the Collateral under the Credit Documents relating thereto, applicable law or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q)otherwise.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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. 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, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, may execute any documents or instruments necessary or reasonably desirable to (i) 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 Asset Sale 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, (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 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, consented and (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on encumbering any Mortgaged Properties item of Collateral to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect 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 Requisite Banks will confirm in writing such Agent’s authority to release or subordinate its interest in particular types of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.8(a). Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Mortgaged Properties permitted pursuant Collateral, the existence, priority or perfection of the Administrative Agent or the Collateral Agent thereon, any or any certificate prepared by any Credit Party in connection therewith, nor that any Agent be responsible or liable to Section 6.2(q)the Banks for any failure to monitor or maintain any portion of the Collateral.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 PartyLenders, Administrative Agent or Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, applicable may execute any documents or instruments (i) necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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, consented or (iii) execute in connection with a credit bid or purchase authorized under this Section 9.8. Agents, the Credit Parties and the Lenders hereby irrevocably authorize each Agent (but not any documents Lender or instruments necessary Lenders in its or reasonably desirable their respective individual capacities unless the Lenders shall otherwise agree in writing), based upon the instruction of the Requisite Lenders (or as otherwise agreed to subordinate by the Lenders in writing), to (x) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any Lien on portion of the Collateral at any Mortgaged Properties sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (y) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to any ordinary course Lien permitted under Section 6.2(e) Sections 9-610 or 9-620 of the Code, or (ivz) enter into credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by an Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a subordination, non-disturbance and attornment agreement ratable basis unless the Lenders otherwise agree in writing (substantially in the form attached hereto as Exhibit L with Obligations with respect to any lease, sublease, license, sublicense 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 occupancy agreement in respect of any disposition of the Mortgaged Properties permitted pursuant Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of such Agent to Section 6.2(qcredit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid unless the Lenders otherwise agree in writing) in the Collateral that is the subject of such credit bid or purchase (or in the Capital Stock of the any entities that are used to consummate such credit bid or purchase), and (ii) each Agent, based upon the instruction of the Requisite Lenders (or as otherwise agreed to by the Lenders in writing), may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Lender Counterparties (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid unless otherwise agreed to by the Lenders in writing) based upon the value of such non-cash consideration.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Party 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; 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 Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable, shall(i) may enter into and sign for and on behalf of the Lenders as Secured Parties, promptly the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of any Borrowerthe Borrower Representative, (i) in connection with any Asset Sale permitted by this Agreement, will promptly execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering Liens on any item property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of Collateral 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 respect thereto with Administrative Agent, (2) to the extent such property is the subject of such Asset Sale a sale or other disposition of assets permitted by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented, approved, authorized or ratified in writing, (ii4) execute any documents or instruments necessary or reasonably desirable to release any 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 10.5) have otherwise consented, property constituting Excluded Assets and (iii) execute any documents upon the request of the Borrower Representative, will promptly release or instruments necessary or reasonably desirable (if acceptable to the applicable secured creditor) subordinate any Lien on a property granted to or held by Collateral Agent under any Mortgaged Properties Credit Document to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect holder of any of the Mortgaged Properties Lien on such property that is permitted pursuant to by Section 6.2(q).NAI-1537241654v2

Agents under Collateral Documents and Guaranty. Each Secured Party 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 provided, that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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 or Collateral Agent at any time, (iii) execute 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 documents 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 instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties Holdings certifying that such transaction is permitted pursuant to Section 6.2(q)the Credit Documents, execute and deliver any such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of Company.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Party 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; 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 Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable, shall(i) may enter into and sign for and on behalf of the Lenders as Secured Parties, promptly the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of any Borrowerthe Borrower Representative, (i) in connection with any Asset Sale permitted by this Agreement, will promptly execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering Liens on any item property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of Collateral 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 respect thereto with Administrative Agent, (2) to the extent such property is the subject of such Asset Sale a sale or other disposition of assets permitted by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented, approved, authorized or ratified in writing, (ii4) execute to the extent such property is owned by a Subsidiary Guarantor that is released from its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or (if acceptable to the applicable secured creditor) subordinate any documents Lien on a property granted to or instruments necessary 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 reasonably desirable (for any Lien securing Indebtedness assumed in connection with a Permitted Acquisition), (u). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing the authority of the Agents to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 7.12 9.08. In each case, as specified in this Section 9.08, Administrative Agent and Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case, in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any terms of the Mortgaged Properties permitted pursuant to Credit Documents and this Section 6.2(q)9.08.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 10.510.04, without further written consent or authorization from any Secured PartyLenders (subject to the paragraph below), Administrative Agent or Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, applicable may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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, (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 10.510.04) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate release any Lien on any Mortgaged Properties Collateral granted to or held by the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, under any ordinary course Lien permitted under Section 6.2(eLoan 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) enter into a subordination, non-disturbance and attornment agreement (substantially in subordinate or release any Lien on any Collateral granted to or held by the form attached hereto as Exhibit L with respect Administrative Agent or the Collateral Agent under any Loan Document to any lease, sublease, license, sublicense or other occupancy agreement in respect the holder of any Permitted Lien. Upon request by the Administrative Agent or Collateral Agent, as applicable, at any time, the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.04) will confirm in writing the Administrative Agent’s or Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this Section, the Administrative Agent or Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Mortgaged Properties permitted pursuant to Section 6.2(q)Loan Documents and this Section.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 and Collateral Agent, as applicable, shall, promptly upon the request of may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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 the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Upon request by any Agent at any time, (iii) execute the Lenders will confirm in writing such Agent’s authority to release its interest in particular types or items of property, or to release any documents or instruments necessary or reasonably desirable Guarantor from its obligations under the Guaranty pursuant to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under this Section 6.2(e) or (iv) enter into 9.8. Upon the reasonable request of Credit Party Representative, Administrative Agent and Collateral Agent may, after receipt of a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any written certificate of the Mortgaged Properties Chief Financial Officer of Credit Party Representative certifying that such transaction is permitted pursuant to Section 6.2(qthe Credit Documents (and Administrative Agent and Collateral Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein), execute and deliver any such release documentation reasonably requested by Credit Party Representative in connection with such permitted releases as described above, all at the expense of the Credit Parties.

Agents under Collateral Documents and Guaranty. Each 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, shall, promptly upon the request of any the Borrower, (i) in connection with any Asset Sale permitted by this AgreementAgreement (other than any Asset Sale to any Credit Party), execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (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, consented or (iii) execute any documents or instruments necessary or reasonably desirable to release or subordinate any Lien on any Mortgaged Properties property subject to any ordinary course a Lien permitted under Section 6.2(e6.2(g). In addition to the foregoing, (i) or if the Equity Interests of a Pledged Entity shall be the subject of an Asset Sale permitted under Section 6.8 (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect other than any Asset Sale to any leaseCredit Party), subleasethen (a) the Lien over such Equity Interests granted pursuant to the Pledge Agreement shall automatically be discharged and (b) if the Pledgor that owned such Equity Interests no longer owns any Collateral, licensethen such Pledgor shall automatically be released as a Pledgor under the Pledge Agreement and (ii) if any Borrowing Base Asset is the subject of an Asset Sale that is permitted under Section 6.8, sublicense and if after giving effect to such Asset Sale the Pledged Entity that owned such Borrowing Base Asset no longer owns any Borrowing Base Assets, then the Liens over the Equity Interests of such Pledged Entity granted pursuant to the Pledge Agreement shall automatically be discharged and released. In the event of any discharge or release pursuant to this Section 9.8(a), the Administrative Agent shall, without further consent from any Lender, sign or acknowledge any release agreement or other occupancy agreement in respect of any of document reasonably requested by the Mortgaged Properties permitted pursuant to Section 6.2(q)Borrower evidencing such discharge or release.” LA\4334783.7

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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, (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 any Secured Bank Product Agreementpriority 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, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, applicable may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents ; provided that Collateral Agent shall not enter into or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties consent to any ordinary course Lien permitted material amendment, modification, termination or waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q10.5).

Agents under Collateral Documents and Guaranty. Each Secured Party 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or other disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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 any time, (iii) execute 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 documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted Guarantor from its obligations under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted Guaranty pursuant to this Section 6.2(q)9.8, and upon the reasonable request of Company, Administrative Agent and/or Collateral Agent shall execute and deliver any such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of Company.

Agents under Collateral Documents and Guaranty. Each 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 or any Secured Bank Product 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, shall, promptly upon the request of may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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, (ii) execute any documents consented or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any the Collateral Agent’s Lien on any Mortgaged Properties the Collateral to any ordinary course Permitted Lien thereon that is permitted under Section 6.2(e) to be prior to the Collateral Agent’s Lien in accordance with this Agreement. Neither the Administrative Agent nor the Collateral Agent shall be responsible for or (iv) enter have a duty to ascertain or inquire into a subordinationany representation or warranty regarding the existence, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense value or other occupancy agreement in respect of any collectability of the Mortgaged Properties permitted pursuant Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to Section 6.2(q)the Lenders for any failure to monitor or maintain any portion of the Collateral.

Agents under Collateral Documents and Guaranty. Each Secured Party Purchaser, by the acceptance of a Note, hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral, the Collateral Documents and the other Note Documents. Without limiting the generality of the foregoing, Administrative Agent and Collateral Agent, as applicable, are hereby expressly authorized to (i) execute any and all documents with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe , (ii) negotiate, enforce or settle any fiduciary dutyclaim, duty action or proceeding affecting the Purchasers in their capacity as such, at the direction of loyaltythe Requisite Purchasers, duty which negotiation, enforcement or settlement will be binding upon each Purchaser and (iii) enter into any intercreditor agreement or other subordination arrangement, and each Purchaser agrees to be bound by the terms of care, duty of disclosure such intercreditor agreement or any other obligation whatsoever to any holder of Obligations with respect to any Secured Hedge Agreement or any Secured Bank Product Agreementsubordination arrangement. Subject to Section 10.5, without further written consent or authorization from any other Secured Party, Administrative Agent or Collateral Agent, as applicable, shallmay, promptly upon and each such Agent hereby agrees to, at the request sole expense of any Borrower, (i) in connection with any Asset Sale permitted by this Agreementthe Note Parties, execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral (A) that is the subject of such Asset Sale a sale or other disposition of assets permitted hereby or to which Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such consent under Section 10.5) have otherwise consentedconsented or (B) upon payment in full of all Obligations, (ii) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty (a) pursuant to Section 7.12 or (b) with respect to which Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such consent under Section 10.5) in accordance with the Note Documents have otherwise consented. Upon request by any Agent at any time, (iii) the Requisite Purchasers will confirm in writing such Agent’s authority to release its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.9 and the Collateral Agent will, at the Issuer’s expense, execute any and deliver to the applicable Note Party such documents or instruments necessary or as such Note Party may reasonably desirable request to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted evidence the release of such item of Collateral from the assignment and security interest granted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially the Collateral Documents in accordance with the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any terms of the Mortgaged Properties permitted pursuant Note Documents and this Section 9.9. Each Purchaser, by acceptance of a Note, irrevocably agrees to Section 6.2(q)be bound by the provisions of this Agreement and the other Note Documents.

Agents under Collateral Documents and Guaranty. Each 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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, (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, consented or (iii) execute release any documents or instruments necessary or reasonably desirable Guarantor designated as an Excluded Subsidiary (solely to subordinate any Lien on any Mortgaged Properties the extent such Subsidiary is designated an Immaterial Subsidiary pursuant to any ordinary course Lien permitted under Section 6.2(eclause (b) of the definition of Excluded Subsidiary) or (iv) enter into a subordination, non-disturbance Unrestricted Subsidiary from the Guaranty and attornment agreement (substantially in any applicable Collateral Documents. Collateral Agent further declares that it holds all Australian Collateral acquired by the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any Collateral Agent after the date hereof on trust for the benefit of the Mortgaged Properties permitted pursuant Secured Parties from time to time (it being understood that the provisions of this Section 6.2(q9 apply to Collateral Agent in its capacity as trustee of such trust).

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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 any time, (iii) execute 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 documents or instruments necessary or reasonably desirable Guarantor from its obligations under the Guaranty pursuant to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under this Section 6.2(e) or (iv) enter into 9.8. Upon the reasonable request of Company, Administrative Agent and/or Collateral Agent may, after receipt of a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect written certificate of any a Chief Financial Officer of the Mortgaged Properties Company certifying that such transaction is permitted pursuant to Section 6.2(q)the Credit Documents, execute and deliver any such release documentation reasonably requested by Company in connection with such permitted releases as described above, all at the expense of Company.

Agents under Collateral Documents and Guaranty. Each Lender and Issuing Bank (including in their capacities as potential Lender Counterparties party to a Secured Party 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; 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 Without further written consent or authorization from any Secured PartyLenders, Administrative Agent or Collateral Agent, as applicable, shall(i) may enter into and sign for and on behalf of the Lenders as Secured Parties, promptly the Collateral Documents for the benefit of the Lenders and the other Secured Parties, (ii) upon the request of any Borrowerthe Borrower Representative, (i) in connection with any Asset Sale permitted by this Agreement, will promptly execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering Liens on any item property granted to or held by Collateral Agent under any Credit Document, to terminate the perfection of Collateral 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 respect thereto with Administrative Agent, (2) to the extent such property is the subject of such Asset Sale a sale or other disposition of assets permitted by this Agreement or under any other Credit Document, (3) to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.510.05) have otherwise consented, approved, authorized or ratified in writing, (ii4) execute to the extent such property is owned by a Subsidiary Guarantor that is released from its obligations pursuant to Section 7.12 and (5) upon such property constituting Excluded Assets and (iii) upon the request of the Borrower Representative, will promptly release or (if acceptable to the applicable secured creditor) subordinate any documents Lien on a property granted to or instruments necessary 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 reasonably desirable (for any Lien securing Indebtedness assumed in connection with a Permitted Acquisition) (u). Upon request by Administrative Agent or Collateral Agent at any time, the Requisite Lenders (or, if necessary, all Lenders) will promptly confirm in writing the authority of the Agents to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 7.12 9.08. In each case, as specified in this Section 9.08, Administrative Agent and Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case, in accordance with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any terms of the Mortgaged Properties permitted pursuant to Credit Documents and this Section 6.2(q)9.08.

Agents under Collateral Documents and Guaranty. Each Secured Party Lender hereby further appoints and authorizes Administrative Agent or Collateral AgentXxxxxxx Xxxxx 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 neither Collateral Administrative Agent nor Collateral Agent shall owe any 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 Secured Hedge Agreement or any Secured Bank Product Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Collateral Administrative Agent or Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, may execute any documents or instruments necessary to, in connection with a sale or reasonably desirable to disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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, (ii) 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 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 or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q).

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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, (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 any Secured Bank Product Agreementpriority 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, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, applicable may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents ; provided that Collateral Agent shall not enter into or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties consent to any ordinary course Lien permitted material amendment, modification, termination or waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q10.5).

Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative each Collateral 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 applicable 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 10.59.5 and the Intercreditor Agreement, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, the applicable Collateral Agent shall execute any documents or instruments necessary (i) in connection with any Asset Sale a sale or disposition of assets permitted by this AgreementAgreement or any Permitted Transaction, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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 10.59.5) have otherwise consented, (ii) execute to release the Guaranty pursuant to Section 7.12 and any documents Lien encumbering any item of Collateral of, or instruments necessary with respect to, any Subsidiary designated as an Unrestricted Subsidiary in accordance with Section 6.11 or reasonably desirable (iii) 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 10.59.5) have otherwise consented. In addition, (iii) the Primary Collateral Agent is authorized to execute any documents or instruments necessary to release Nord Anglia Middle East Holding S.P.C. from the Guaranty on 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 about the Amendment and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q)Restatement Date.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 PartyLenders, Administrative Administra­tive Agent or Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, applicable may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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. Without limiting the generality of the foregoing, upon the termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Administrative Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (iiii) the Liens created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Credit Party, and (ii) Collateral Agent will, upon a Credit Party’s request and at such Credit Party’s expense, (x) return to such Credit Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of the Credit Documents and (y) at such Credit Party’s expense, execute and deliver to such Credit Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) (collectively, “Release Documents”) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any documents other Credit Documents as such Credit Party shall reasonably request to evidence such termination, all without any representation, warranty or instruments necessary recourse whatsoever. If a Credit Party shall acquire any property or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under asset securing Indebtedness in accordance with Section 6.2(e6.1(j) or (ivk) enter into a subordination, non-disturbance and attornment agreement such Credit Party is prohibited at the time of acquisition (substantially and in the form attached hereto case of Section 6.1(k), so long as Exhibit L such prohibition is not agreed to in contemplation of such acquisition) by any agreement or contractual arrangement from allowing the Collateral Agent to have a Lien on such property or assets, the Collateral Agent will, upon such Credit Party’s request and at such Credit Party’s expense, execute and deliver to such Credit Party such Release Documents with respect to any lease, sublease, license, sublicense such property or other occupancy agreement in respect asset as such Credit Party shall reasonably request to evidence the release of any of Collateral Agent’s Lien on the Mortgaged Properties permitted pursuant to Section 6.2(q)property or asset so acquired.

Agents under Collateral Documents and Guaranty. Each 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 Hedge Hedging Agreement or any Secured Bank Product 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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. 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, (iii) execute holding and enforcing any documents and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this Section 9.8 for purposes of holding or instruments necessary or reasonably desirable to subordinate enforcing any Lien on the Collateral (or any Mortgaged Properties portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to any ordinary course Lien permitted the benefits of all provisions of this Section 9.8 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially the Credit Documents as if set forth in the form attached hereto as Exhibit L full herein with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q)thereto.

Agents under Collateral Documents and Guaranty. Each 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 Hedge 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 Secured Bank Product Agreementother 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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. 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, (iii) execute holding and enforcing any documents and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this Section 9.8 for purposes of holding or instruments necessary or reasonably desirable to subordinate enforcing any Lien on the Collateral (or any Mortgaged Properties portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to any ordinary course Lien permitted the benefits of all provisions of this Section 9.8 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially the Credit Documents as if set forth in the form attached hereto as Exhibit L full herein with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q)thereto.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 PartyLenders or Bank Product Providers, the Administrative Agent or the Collateral Agent, as applicable, shallmay, promptly upon and shall at the written request of any the Borrower, (i) in connection with any Asset Sale permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral (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 Asset Sale 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, (iiC) execute any documents or instruments necessary or reasonably desirable if the property subject to such Lien is owned by a Guarantor, upon the release any of such Guarantor from its Guaranty otherwise in accordance with the Guaranty pursuant Loan Documents, (D) as to Section 7.12 the extent provided in the Collateral Documents, (E) that constitutes Excluded Assets or with respect to which Requisite (F) if approved, authorized or ratified in writing in accordance herein by the 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) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary (or becomes an Excluded Subsidiary or otherwise); provided that if any Guarantor becomes an Excluded Subsidiary as a result of such Guarantor becoming a non-wholly owned Subsidiary then such Guarantor shall not be released from its obligations under the Guaranty unless (w) the transaction by which such Guarantor became a non-wholly owned Subsidiary had a bona fide business purpose and was not intended primarily to cause the release of such Guarantor from its obligations under the Guaranty, (x) such Guarantor does not (1) own or exclusively license any Material Intellectual Property or (2) directly or indirectly own any Equity Interests of any Person that owns or exclusively licenses any Material Intellectual Property and (y) the Loan Parties shall have otherwise consentedthe 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) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L any Intercreditor agreements with respect to any lease, sublease, license, sublicense Indebtedness to the extent the Administrative Agent or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant Collateral Agent is otherwise contemplated herein as being a party to Section 6.2(q)such Intercreditor Agreement.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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, (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 any Secured Bank Product Agreementpriority 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, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, applicable may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents consented in writing; provided that Collateral Agent shall not enter into or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties consent to any ordinary course Lien permitted material amendment, modification, termination or waiver of the Intercreditor Agreement without the prior written consent of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q10.5).

Agents under Collateral Documents and Guaranty. Each 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 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, shall, promptly upon the request of applicable may execute any Borrower, documents or instruments necessary to (i) in connection with any Asset Sale a sale or disposition of assets permitted by this Agreement, execute any documents or instruments necessary or reasonably desirable to release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute release any documents 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 instruments necessary or reasonably desirable to subordinate Unrestricted Subsidiary from the Guaranty and any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) applicable Collateral Documents or (iv) enter into in connection with any transaction permitted pursuant to Sections 6.1(f), 6.2(aa) or 6.2(bb), amend or otherwise modify (including by a subordination, non-disturbance waiver of any requirement or release thereof) any Collateral Document to provide for the applicable accounts (or amounts or assets held therein or credited thereto) to be released and attornment agreement treated as “Excluded Accounts” (substantially as defined in the form attached hereto as Exhibit L Second Amended and Restated Pledge and Security Agreement) (or the equivalent thereof (or provide equivalent treatment) with respect to any lease, sublease, license, sublicense other applicable Collateral Documents) or other occupancy agreement in to subordinate its Lien with respect of any to such accounts (or amounts or assets held therein or credit thereto). Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Mortgaged Properties permitted pursuant Secured Parties from time to time (it being understood that the provisions of this Section 6.2(q9 apply to Collateral Agent in its capacity as trustee of such trust).

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 PartyLenders, Administrative Agent or Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, applicable may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) 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. Without limiting the generality of the foregoing, upon the termination of the Commitments and the payment of all Obligations then due and payable and the cancellation, expiration or cash collateralization (in a manner reasonably acceptable to Administrative Agent, but in no event to exceed 105% of the face amount thereof) of all Letters of Credit, (iiii) the Liens created by the Collateral Documents shall terminate and all rights to the Collateral shall revert to the applicable Credit Party, and (ii) Collateral Agent will, upon a Credit Party’s request and at such Credit Party’s expense, (x) return to such Credit Party such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms of the Credit Documents and (y) at such Credit Party’s expense, execute and deliver to such Credit Party such UCC termination statements, releases, mortgage releases, discharges of security interests, reassignments of Intellectual Property, terminations of control agreements and other similar discharge or release documents (and, if applicable, in recordable form) (collectively, “Release Documents”) as are necessary to release, of record, the Liens and security interests granted pursuant to this Agreement and any documents other Credit Documents as such Credit Party shall reasonably request to evidence such termination, all without any representation, warranty or instruments necessary recourse whatsoever. If a Credit Party shall acquire any property or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under asset securing Indebtedness in accordance with Section 6.2(e6.1(j) or (ivk) enter into a subordination, non-disturbance and attornment agreement such Credit Party is prohibited at the time of acquisition (substantially and in the form attached hereto case of Section 6.1(k), so long as Exhibit L such prohibition is not agreed to in contemplation of such acquisition) by any agreement or contractual arrangement from allowing the Collateral Agent to have a Lien on such property or assets, the Collateral Agent will, upon such Credit Party’s request and at such Credit Party’s expense, execute and deliver to such Credit Party such Release Documents with respect to any lease, sublease, license, sublicense such property or other occupancy agreement in respect asset as such Credit Party shall reasonably request to evidence the release of any of Collateral Agent’s Lien on the Mortgaged Properties permitted pursuant to Section 6.2(q)property or asset so acquired.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; 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 Partythe Lenders, the Administrative Agent or the Collateral Agent, as applicable, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien for the benefit of the Revolving Secured Parties (A) encumbering any item of Collateral that is the subject of such Asset Sale 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, (ii) execute any documents or instruments necessary or reasonably desirable to 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, consented or (iii) execute to take any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L action with respect to any lease, sublease, license, sublicense Collateral or other occupancy agreement Collateral Documents which may be necessary to perfect and maintain perfected the security interest in respect of any of and liens upon the Mortgaged Properties permitted Collateral granted pursuant to Section 6.2(q)the Collateral Documents.

Agents under Collateral Documents and Guaranty. (i) Each Secured Party Lender and each Issuing Bank hereby further authorizes the Administrative Agent or and 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 Lenders with respect to the Guaranty, the Collateral and the Collateral Documents; provided . (ii) Each Lender and each Issuing Bank agrees that neither any action taken by the Administrative Agent nor or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Credit Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the Issuing Banks. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection with the Revolving Credit Facility. (iii) Each Lender and each Issuing Bank agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Credit Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, the Issuing Banks and the other Secured Parties. Without limiting the generality of the foregoing, each Lender and each Issuing Bank agrees that the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever have the sole and exclusive right and authority to any holder of Obligations (A) act as the disbursing and collecting agent for the Lenders and the Issuing Banks 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, shall, promptly upon the request of any Borrower, (i) all payments and collections arising in connection with the Collateral and with the Collateral Documents, (B) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by Holdings, any Asset Sale permitted Borrower or any of the Subsidiaries, (C) act as collateral agent for the Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens created by this Agreementsuch agreements and all other purposes stated therein; provided, execute however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent, each Lender and each Issuing Bank to act as collateral sub-agent for the Agents, the Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any documents Deposit Accounts maintained by a Credit Party with, and cash and Cash Equivalents held by, an Agent, such Lender or instruments such Issuing Bank, (D) manage, supervise and otherwise deal with the Collateral, (E) take such action as is necessary or reasonably desirable to release any Lien encumbering any item maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral that is the subject of such Asset Sale or to which Requisite Lenders Documents, and (or such other Lenders F) except as may be required to give such consent under Section 10.5) have otherwise consentedspecifically restricted by the terms hereof or of any other Credit Document (including the Intercreditor Agreement), (ii) execute any documents or instruments necessary or reasonably desirable to release any Guarantor upon receipt of instructions from the Guaranty pursuant Administrative Agent, exercise all remedies given to Section 7.12 or any Agent, the Lenders, the Issuing Banks and the other Secured Parties with respect to which Requisite Lenders (the Collateral under the Credit Documents relating thereto, applicable law or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, (iii) execute any documents or instruments necessary or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q)otherwise.

Agents under Collateral Documents and Guaranty. Each Secured Party 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; provided that neither Administrative Agent nor , (ii) to act as collateral agent for Secured Parties, for purposes of perfection of all Liens created by the Collateral Agent shall owe any fiduciary dutyDocuments and for other purposes stated therein (including managing, duty supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents and each Lender agrees to be bound by the terms of loyaltythe Collateral Documents, duty (iv) to file and prove claims and other documents necessary or desirable to allow the claims of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations Secured Parties with respect to any Secured Hedge Agreement 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 any Secured Bank Product Agreementwaiver 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, shall, promptly upon the request of any Borrower, (i) in connection with any Asset Sale permitted by this Agreement, may execute any documents or instruments necessary or reasonably desirable to (i) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale 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) execute any documents or instruments necessary or reasonably desirable to 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, (iii) execute any documents consented or instruments necessary as required under the Intercreditor Agreement; provided that such Guaranty or reasonably desirable to subordinate any Lien on any Mortgaged Properties to any ordinary course is also released under the First Lien permitted under Section 6.2(e) or (iv) enter into a subordination, non-disturbance and attornment agreement (substantially in the form attached hereto as Exhibit L with respect to any lease, sublease, license, sublicense or other occupancy agreement in respect of any of the Mortgaged Properties permitted pursuant to Section 6.2(q)Documents.