Common use of Collateral Documents and Guaranties Clause in Contracts

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, Agent to enter into each Collateral Document as secured party on behalf of and to be for the agent for and representative benefit of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesDocument; provided that Administrative that, -------- subject to any provision of subsection 10.6 requiring the consent of any additional Lenders, Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case Guaranty without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative but Agent may execute any documents or instruments necessary to (i) release any Lien encumbering covering any item items of Collateral that is are the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented and (ii) release any Subsidiary Guarantor (other than any Borrower or Holdings) from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to a Person that is not any Person (other than an Affiliate of Company) Company pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantyof the Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such salethereof.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter -------- into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, -------- ------- ------- without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Lien of the stock of any Subsidiary of Company if all of the equity Securities of such Subsidiary is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder (including pursuant to a merger of such Subsidiary where such Subsidiary is the disappearing entity) or to which Requisite Lenders have otherwise consented, or (c) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock equity Securities of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, each Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to 158 use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, Guaranty and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided provided, further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term terms shall include, for purposes of this Section 8.6, subsection 9.6 any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause clauses (vii) and (iii) of Section 6.2(a)subsection 7.2A; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision clause (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder and (ii) appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement in its name and on its behalf, with the effect that Lenders each become a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantythe Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary its Guaranty if all of the Capital Stock capital stock (or other equivalent equity interest) of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, each Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party or collateral agent and to be the agent for and representative of Lenders under each Guarantythe Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments (including, without limitation, any amendment or supplement to the applicable Collateral Document) necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented consented, or (iiic) subordinate provide security for the Liens of Administrative Agent, on behalf of Secured PartiesAdditional Debt Holders as permitted under subsection 7.2(vii), to any Liens permitted by clause (v) establish the relative rights of Section 6.2(a); provided that, the Secured Parties in the case of a sale or Collateral, and provide for other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedmatters relating thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale."

Collateral Documents and Guaranties. (a) Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lendersthe Secured Parties, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantywith respect to the Guaranty and the Collateral, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant . Subject to Section 9.6, all Lenders); provided further, however, that10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, consented or (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all any of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented and as a result such Person ceases to be a Subsidiary hereunder or (iii) subordinate any Lien on any property granted to or held by Collateral Agent under the Liens Credit Documents to the holder of Administrative Agentany Lien on such property that is permitted under (x) Section 6.2(c), on behalf (y) Section 6.2(f) and (z) any other Section of Secured PartiesSection 6.2, to any Liens so long as such Lien is granted in connection with the issuance or incurrence Indebtedness permitted by clause Section 6.1 and the proceeds of such Indebtedness are used to purchase assets (vincluding by means of a Capital Lease) of Section 6.2(aor to refinance Indebtedness which was previously used to purchase assets (including any Capital Lease); provided that, in that such subordination shall only cover the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents respective property so acquired and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof proceeds and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such saleproducts thereof.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party party, and to be continue as the agent Administrative Agent for and representative of Lenders under each Guaranty, the Subsidiary Guaranty and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being 119 understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under each Guarantyof the Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and each of the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or any of the Guaranties or (bii) release any Collateral or Subsidiary Guarantor (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent Administrative Agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document Document, Guaranty, Intercompany Note, Intercompany Note Guaranty or the Guaranties Intercompany Collateral Document, or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, such higher percentage of or all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary applicable Guaranty or Foreign Loan Party from the applicable Intercompany Guaranty if all of the Capital Stock capital stock or other ownership interests of such Subsidiary Guarantor or Foreign Loan Party or other guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty or Intercompany Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties or Intercompany Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantythe Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantythe Guaranties and to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of each Collateral Document Document, each Guaranty and the GuarantiesIntercreditor Agreement; provided that Administrative Collateral Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document Document, the Intercreditor Agreement or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided further, however, that, without further written consent or authorization from Lenders, Administrative Collateral Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Collateral Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Collateral Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Collateral Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party into, and to be the agent for and representative of Lenders under under, each Collateral Document and the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders (other than Defaulting Revolving Lenders)); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consentedconsented (or such greater number of Lenders as may be required pursuant to Section 10.6), (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to Section 10.6) or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2A(ii), (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (iiii) or (ii), iv) or to other Liens permitted by subsection 7.2A as to which the requirements of Section 9.14 are satisfiedRequisite Lenders have consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant in a jurisdiction, as agent and trustee, with the effect that Lenders each become a beneficiary of a trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement for a jurisdiction in which Administrative Agent holds the Capital Stock as agent and trustee for Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Cash Management Bank and Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party into, and to be the agent for and representative of Lenders under under, each Collateral Document and each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties any Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders (other than Defaulting Lenders)); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien (1) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Issuing Lender and, to the extent a Lender is obligated under such Letter of Credit, such Lender shall have been made), (2) encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or (3) to which Requisite Lenders have otherwise consentedconsented or ratified in writing (or such greater number of Lenders as may be required pursuant to subsection 10.6), (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to subsection 10.6) or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2A(ii), (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (iiii) or (ii)iv) or to other Liens permitted by subsection 7.2A as to which the Requisite Lenders have consented. Upon the request of Administrative Agent at any time, the requirements Requisite Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Section 9.14 are satisfiedproperty, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this subsection 9.6. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrowers, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant in a jurisdiction, as agent and trustee, with the effect that Lenders each become a beneficiary of a trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement for a jurisdiction in which Administrative Agent holds the Capital Stock as agent and trustee for Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause clauses (vii) and (iii) of Section 6.2(asubsection 7.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Lender in its capacity as a counterparty to a Hedge Agreement Counterpartywith Company or one of its 124 Subsidiaries) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document Document, the Intercreditor Agreement, the Holdings Subordination Agreement and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of or departure from any provision contained in any Collateral Document Document, the Intercreditor Agreement, the Holdings Subordination Agreement or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior written consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2 (v) of Section 6.2(aother than Liens securing Second Lien Term Loans); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents Documents, the Intercreditor Agreement and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale. Without limiting the foregoing, in the event the Second Lien Term Loan Agreement is refinanced or replaced following the Closing Date, Administrative Agent is hereby authorized by Lenders to, enter into a replacement Intercreditor Agreement substantially similar to the Intercreditor Agreement as in effect on the Closing Date, or as subsequently amended, restated, supplemented or modified pursuant to the terms hereof and thereof. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future Foreign 125 Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant as agent and trustee with the effect that the Lenders each become beneficiaries of the trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement where Administrative Agent holds the security as agent and trustee for the Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.69.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or any of the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.610.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause clauses (vii) and (iv) of Section 6.2(a7.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision clause (i) or (ii), the requirements of Section 9.14 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantyof the Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) Bank hereby further authorizes the Administrative Agent, on behalf of and for the benefit of Lendersthe Banks, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders the Banks under each the Guaranty, and each Lender Bank agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that the Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders Majority Banks (or, if required pursuant to Section 9.612.1, all LendersBanks); provided further, however, that, without further written consent or authorization from Lendersthe Banks, the Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders Majority Banks have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of the Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders Majority Banks have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Company, the Agents and each Bank hereby agree that (AX) no Lender Bank shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Guaranty may be exercised solely by the Administrative Agent for the benefit of Lenders the Banks in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender Bank may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of Lenders Banks (but not any Lender Bank or Lenders Banks in its or their respective individual capacities unless Requisite Lenders Majority Banks shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and as agent for the benefit and representative of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent acting as agent for the benefit and representative of Lenders and Swap Counterparties in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant in a jurisdiction, as agent and trustee, with the effect that Lenders each become a beneficiary of a trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement for a jurisdiction in which Administrative Agent holds the Capital Stock as agent and trustee for Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release a)release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (ii) release b)release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent Administrative Agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.. 118

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Subsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties any Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder and (ii) appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement in its name and on its behalf, with the effect that Lenders each become a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary any Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Credit Agreement Party, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with 121 the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each GuarantyGuaranty and the Lender Subordination Agreement, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from 120 128 Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented. In the event Collateral is sold in an Asset Sale permitted hereunder or otherwise consented to by Requisite Lenders, Administrative Agent may, without further consent or authorization from Lenders, release the Liens granted under the Collateral Documents on the Collateral that is the subject of such Asset Sale concurrently with the consummation of such Asset Sale; provided that Administrative Agent shall have received (i) reasonable, and in any event not less than 30 days' prior written notice of such Asset Sale from Company unless a shorter notice period is agreed to by Administrative Agent; (ii) an Officers' Certificate (1) certifying that no Event of Default or Potential Event of Default shall have occurred and be continuing as of the date of such release of Collateral, (2) setting forth a detailed description of the Collateral subject to such Asset Sale, and (3) certifying that such Asset Sale is permitted under this Agreement and that all conditions precedent to such Asset Sale under this Agreement have been met; and (iii) subordinate Administrative Agent shall have received all Net Cash Proceeds of Asset Sale, if any, required to be applied to repay Secured Obligations under this Agreement. Upon payment in full of all of the Obligations and termination of the Commitments, Administrative Agent shall release the Liens of Administrative Agent, on behalf of Secured Parties, such Collateral granted pursuant to the Collateral Documents. Upon any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item release of Collateral pursuant to the foregoing, Administrative Agent shall, at Borrowers' expense, execute and deliver such documents (without recourse or stock referred representation or warranty) as reasonably requested to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedevidence such release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each GuarantyCollateral Document, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesDocument; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty Guarantee and Collateral Agreement if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate to Company or any of Companyits other Subsidiaries) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guarantee and Collateral Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section subsection 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may shall, in accordance with the terms of this subsection 8.6 and the Loan Documents, execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented. In the event Collateral is sold in an Asset Sale permitted hereunder or otherwise consented to by Requisite Lenders, Administrative Agent shall, without further consent or (iii) subordinate authorization from Lenders, release the Liens granted under the Collateral Documents on the Collateral that is the subject of such Asset Sale concurrently with the consummation of such Asset Sale; provided that Administrative Agent (and its counsel) shall have received (i) not less than 5 Business Days' prior to the consummation of such Asset Sale from Company unless a shorter notice period is agreed to by Administrative Agent, notice of such Asset Sale in the form of an Officers' Certificate (1) certifying that no Event of Default or Potential Event of Default shall have occurred and be continuing as of the date of such release of Collateral, (2) setting forth a detailed description of the Collateral subject to such Asset Sale, (3) certifying that such Asset Sale is permitted under this Agreement and that all conditions precedent to such Asset Sale under this Agreement have been met, (4) attaching UCC-3 release statements correctly prepared in form and substance reasonably satisfactory to Administrative Agent for execution by Administrative Agent to release the Lenders' Lien on behalf of Secured Partiesthe Collateral subject to such Asset Sale and (5) attaching, to any Liens permitted by clause (v) of Section 6.2(a); provided thatif applicable, in the case of an ACSI Network Sale, a sale or other disposition true and correct copy of the ACSI Escrow Agreement; (ii) upon consummation of such item Asset Sale, written notice of the consummation thereof; and (iii) in the case of an Asset Sale other than an ACSI Asset Sale prior 100 109 to or simultaneously with the consummation of such Asset Sale, Administrative Agent shall have received the Officers' Certificate required pursuant to subsection 2.4B(iii)(f) together with all Net Asset Sale Proceeds of such Asset Sale, if any, then required to be applied to repay Secured Obligations under this Agreement. Upon payment in full of all of the Obligations, Administrative Agent shall release the Liens on such Collateral granted pursuant to the Collateral Documents. Upon any release of Collateral pursuant to the foregoing, Administrative Agent shall, at Borrowers' expense, execute and deliver such documents (without recourse or stock referred representation or warranty) as reasonably requested to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedevidence such release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under each Guarantyof the Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and each of the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or any of the Guaranties or (bii) release any Collateral or Subsidiary Guarantor (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedsubsection 7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may may, and shall, be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent Administrative Agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantythe Guaranties and to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of each Collateral Document Document, each Guaranty and the GuarantiesIntercreditor Agreement; provided PROVIDED that Administrative Collateral Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document Document, the Intercreditor Agreement or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Collateral Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Collateral Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Collateral Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Collateral Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative -------- Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of 123 Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such consent under subsection 10.6); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such consent under subsection 10.6) have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate a Domestic Subsidiary of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such consent under subsection 10.6) have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause clauses (vi)-(xvi), (xviii)-(xx) and (xxii) of Section 6.2(a)subsection 7.2A; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision clauses (ia) or (ii)b) above, the requirements of Section 9.14 subsection 10.13 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party into, and to be the agent for and representative of Lenders under under, each Collateral Document and the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consentedconsented (or such greater number of Lenders as may be required pursuant to Section 10.6), (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to Section 10.6) or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2A(ii), (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (iiii) or (ii), iv) or to other Liens permitted by subsection 7.2A as to which the requirements of Section 9.14 are satisfiedRequisite Lenders have consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant in a jurisdiction, as agent and trustee, with the effect that Lenders each become a beneficiary of a trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement for a jurisdiction in which Administrative Agent holds the Capital Stock as agent and trustee for Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement hereunder or to which Requisite Lenders have otherwise consentedconsented (other than a sale or other disposition to an Affiliate of Company), (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if (i) all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiiii) Company provides written notice to Administrative Agent that such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Subsidiary Guaranty, (c) release the Liens encumbering the Collateral in accordance with subsection 10.14B, or (d) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)pursuant to subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14A are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely primarily by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Collateral Document and the Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except except, in either case, as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a an Asset Sale or other sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented in accordance with the provisions of this subsection 9.6 or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale an Asset Sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented consented. In the event Collateral is sold in such an Asset Sale or other transaction, Administrative Agent may, without further consent or authorization from Lenders, release the Liens granted under the Collateral Documents on the Collateral that is the subject of such Asset Sale or other transaction concurrently with the consummation of such Asset Sale or other transaction; provided that Administrative Agent shall have received (i) reasonable, and in any event not less than 20 days", prior written notice of such Asset Sale or such other transaction from Borrower; (ii) an Officers" Certificate (1) certifying that no Event of Default or Potential Event of Default shall have occurred and be continuing as of the date of such release of Collateral, (2) setting forth a detailed description of the Collateral subject to such Asset Sale or other transaction, and (3) certifying such Asset Sale or other transaction is permitted under this Agreement and that all conditions precedent to such Asset Sale or other transaction under this Agreement have been met; and (iii) subordinate evidence satisfactory to it that Administrative Agent shall have received all Net Asset Sale Proceeds of such Asset Sale or other transaction, if any, required to be applied to repay Obligations under this Agreement. Upon payment in full in cash of all of the Obligations and termination of the Commitments and termination, expiration or cash-collateralization (satisfactory to the Issuing Lender) of all Letters of Credit, Administrative Agent shall release the Liens of Administrative Agent, on behalf of Secured Parties, such Collateral granted pursuant to the Collateral Documents. Upon any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item release of Collateral pursuant to the foregoing, Administrative Agent shall, at Borrower"s expense, execute and deliver such documents (without recourse or stock referred representation or warranty) as reasonably requested to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedevidence such release. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Loan Party, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material -------- amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock or other ownership interests of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedsubsection 7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrowers) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented, (c) release any Borrower (other than Company or Arris) from the Borrowers' Guaranty if all of the Capital Stock of such Borrowers is sold to any Person (other than an Affiliate of Borrowers) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiid) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedsubsection 7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrowers, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.. 150

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Cash Management Bank and Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party into, and to be the agent for and representative of Lenders under under, each Collateral Document and each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties any Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders (other than Defaulting Lenders)); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien (1) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Issuing Lender and, to the extent a Lender is obligated under such Letter of Credit, such Lender shall have been made), (2) encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or Agreement, (3) to which Requisite Lenders have otherwise consentedconsented or ratified in writing (or such greater number of Lenders as may be required pursuant to subsection 10.6), or (4) in accordance with Section 6.8D, (iib) release any Subsidiary Guarantor from or Foreign Subsidiary Guarantor its Guaranty (1) upon termination of the Subsidiary Guaranty aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Issuing Lender and, to the extent a Lender is obligated under such Letter of Credit, such Lender shall have been made), (2) if all of the Capital Stock of such Subsidiary Guarantor or Foreign Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to subsection 10.6) or (iii3) in accordance with Section 6.8D, or (c) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2A(ii), (iii), (iv) or (v) or to other Liens permitted by subsection 7.2A as to which the Requisite Lenders have consented. Upon the request of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii)Administrative Agent at any time, the requirements Requisite Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Section 9.14 are satisfiedproperty, or to release any Subsidiary Guarantor or Foreign Subsidiary Guarantor from its obligations under its Guaranty pursuant to this subsection 9.6. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrowers, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future Foreign Subsidiaries to the extent contemplated herein, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant in a jurisdiction, as agent and trustee, with the effect that Lenders each become a beneficiary of a trust and Administrative Agent has all the rights, 130 powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement for a jurisdiction in which Administrative Agent holds the Capital Stock as agent and trustee for Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided PROVIDED that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being 124 understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder and (ii) appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement in its name and on its behalf, with the effect that Lenders each become a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty, or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented consented, or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.. 106

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter -------- into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of 132 Requisite Lenders (or, if required pursuant to Section 9.6subsection 11.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative -------- Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Agents and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite the applicable Lenders have otherwise consentedconsented pursuant to the provisions of subsection 10.6, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Companythe Borrowers) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedsubsection 7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale."

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Required Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Required Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Required Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens in connection with purchase money indebtedness permitted by clause (v) of Section 6.2(aunder subsection 7.1(viii); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent -------- to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent -------- ------- ------- or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock or other ownership interest of such Subsidiary Guarantor is is, or all or substantially all of the assets of such Subsidiary Guarantor are, sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and thereof, (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such salesale and (Z) Administrative Agent shall provide a minimum of ten (10) days prior written notification to Company and to the FCC before any Cellular System equipment may be repossessed.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative -------- Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of 131 Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, Agent to enter into each Collateral Document as secured party on behalf of and to be for the agent for and representative benefit of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and Document; PROVIDED that, subject to any provision of subsection 10.6 requiring the Guaranties; provided that consent of any additional Lenders, Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case Guaranty without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, but Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering covering any item items of Collateral that is are the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented and (ii) release any Subsidiary Guarantor (other than any Borrower or Holdings) from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to a Person that is not any Person (other than an Affiliate of Company) Company pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of consented. Each Lender hereby further authorizes Administrative Agent, Agent to execute and deliver on behalf of Secured Parties, and for the benefit of Lenders the "Reiteration et Reservation Hypothecaire" to any Liens permitted by clause be executed before a "notaire" (vnotary) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedFrance. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantyof the Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such salethereof.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement CounterpartyProvider) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Required Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Required Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Required Lenders have otherwise consented or consented, (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens in connection with purchase money indebtedness permitted by clause under subsection 7.1(viii), or (vd) of Section 6.2(a)release any Lien encumbering any Term Loan Real Estate in accordance with subsection 6.9; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative the Collateral Agent, on behalf of and for the benefit of the Lenders, to enter into each Collateral Document as secured party and authorizes the Administrative Agent and the Collateral Agent to be the agent agents for and representative representatives of the Lenders under each GuarantyGuaranty and under the Intercreditor Agreement, and each Lender agrees to be bound by the terms of each Collateral Document Document, including, without limitation, the Intercreditor Agreement, and the Guarantieseach Guaranty; provided that the Collateral Agent, and the Administrative Agent Agent, as applicable, shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document Document, including, without limitation, the Intercreditor Agreement, or the Guaranties in any Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 11.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative the Collateral Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of the Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative the Collateral Agent, on behalf of Secured Partiesthe Lenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 11.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Company, the Collateral Agent, the Administrative Agent, and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by the Collateral Agent (or the Administrative Agent Agent, as provided in the relevant document) for 138 CREDIT AGREEMENT the benefit of the Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative the Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative the Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative the Collateral Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Lender in its capacity as a counterparty to a Hedge Agreement Counterpartywith Company or one of its Subsidiaries) hereby further authorizes Administrative Agent, on behalf of and for the benefit of 102 Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document Document, the Intercreditor Agreement, the Holdings Subordination Agreement and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of or departure from any provision contained in any Collateral Document Document, the Intercreditor Agreement, the Holdings Subordination Agreement or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior written consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents Documents, the Intercreditor Agreement and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant as agent and trustee with the effect that the Lenders each become beneficiaries of the trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement where Administrative Agent holds the security as agent and trustee for the Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any 103 registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantythe Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary any Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.. Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders and in connection with the CIBC Letter of Credit, to enter into that certain Subordination and Postponement Agreement dated as of the Closing Date by and among Administrative Agent, GSCP, as a Lender, Company and CIBC. 135

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and as agent for the benefit and representative of Lenders, to enter into each Collateral Document as secured party and to enter into and be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2 (v) other than Liens on all or substantially all of Section 6.2(athe Collateral); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent acting as agent for and representative of the benefit of Lenders Secured Creditors in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant in a jurisdiction, as agent and trustee, with the effect that Lenders each become a beneficiary of a trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement for a jurisdiction in which Administrative Agent holds the Capital Stock as agent and trustee for Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative -------- Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.. 9.7

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the administrative agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that -------- Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent -------- ------- ------- or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as administrative agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantyparty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesDocument; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section subsection 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any GuarantyDocument, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term terms shall include, for purposes of this Section 8.6, subsection 9.6 any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral 149 Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Guaranty and all other Loan Documents such Subsidiary Guaranty is a party to if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented and to release all Liens granted in such Subsidiary Guarantor, (c) to release any Subsidiary Guarantor from the Guaranty and all other Loan Documents such Subsidiary Guarantor is a party to and to release all Liens as granted by such Subsidiary Guarantor, if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary, (d) to release all Liens on Capital Stock of any Subsidiary Guarantor that is designated as an Unrestricted Subsidiary or (iiie) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause clauses (vii) and (iii) of Section 6.2(a)subsection 7.2A; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision clause (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder and (ii) appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement in its name and on its behalf, with the effect that Lenders each become a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender. 150

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Collateral Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantythe Guaranties and to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of each Collateral Document Document, each Guaranty and the GuarantiesIntercreditor Agreement; provided PROVIDED that Administrative Collateral Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document Document, the Intercreditor Agreement or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Collateral Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in 121 any of the Loan Documents to the contrary notwithstanding, Company, Collateral Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Collateral Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale, Administrative Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Collateral Agent at such sale.

Collateral Documents and Guaranties. (a) Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lendersthe Secured Parties, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantywith respect to the Guaranty and the Collateral, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant . Subject to Section 9.6, all Lenders); provided further, however, that10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, consented or (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder 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 (iii) subordinate any Lien on any property granted to or held by Collateral Agent under the Liens Credit Documents to the holder of Administrative Agentany Lien on such property that is permitted under (x) Section 6.2(c), on behalf (y) Section 6.2(f) and (z) any other Section of Secured PartiesSection 6.2, to any Liens so long as CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A 130 such Lien is granted in connection with the issuance or incurrence Indebtedness permitted by clause Section 6.1 and the proceeds of such Indebtedness are used to purchase assets (vincluding by means of a Capital Lease) of Section 6.2(aor to refinance Indebtedness which was previously used to purchase assets (including any Capital Lease); provided that, in that such subordination shall only cover the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents respective property so acquired and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof proceeds and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such saleproducts thereof.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantiessuch Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties such Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. o Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock equity Securities of such Subsidiary Guarantor is are sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, each Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of all Lenders (but not any Lender or Lenders in its or their respective individual capacities unless capacities) if Requisite Lenders shall otherwise agree in writing) writing shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.. o Each Lender hereby authorizes Administrative Agent to execute any and all powers of attorney or other instruments on behalf of such Lender necessary to 155 affect the pledge of any Subsidiary's shares of capital stock under the laws of a jurisdiction outside of the United States of America. o MISCELLANEOUS

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under each Guarantythe Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 11.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyHoldings or Borrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Holdings, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent Administrative Agent for and representative of 107 Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guarantythe Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if or such other Lenders as may be required pursuant to Section 9.6, all Lendersgive such instructions under subsection 10.6); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary its Guaranty if all of the Capital Stock capital stock (or other equivalent equity interest) of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or Guaranty (except as otherwise expressly permitted or required pursuant to the Guaranties terms of this Agreement or the applicable Collateral Document) or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 11.8, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyHoldings) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2A(i), (iii), (iv) or (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 11.16 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of 138 the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, Guaranty and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any 127 Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided provided, further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens 77 of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(asubsection 7.2(ii); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each GuarantyGuaranty and under the closing memorandum attached hereto as Exhibit XVII and the Resignation and Assignment Agreement, and each Lender agrees to be bound by the terms of each Collateral Document and Guaranty, such closing memorandum and the GuarantiesResignation and Assignment Agreement; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary any Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Cash Management Bank and Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party into, and to be the agent for and representative of Lenders under under, each Collateral Document and each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guarantieseach Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties any Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders (other than Defaulting Lenders)); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien (1) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Issuing Lender and, to the extent a Lender is obligated under such Letter of Credit, such Lender shall have been made), (2) encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or Agreement, (3) to which Requisite Lenders have otherwise consentedconsented or ratified in writing (or such greater number of Lenders as may be required pursuant to subsection 10.6), or (4) in accordance with Section 6.8D, (iib) release any Subsidiary Guarantor from or Foreign Subsidiary Guarantor its Guaranty (1) upon termination of the Subsidiary Guaranty aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Issuing Lender and, to the extent a Lender is obligated under such Letter of Credit, such Lender shall have been made), (2) if all of the Capital Stock of such Subsidiary Guarantor or Foreign Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to subsection 10.6) or (iii3) in accordance with Section 6.8D, or (c) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause subsection 7.2A(ii), (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (iiii) or (ii)iv) or to other Liens permitted by subsection 7.2A as to which the Requisite Lenders have consented. Upon the request of Administrative Agent at any time, the requirements Requisite Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Section 9.14 are satisfiedproperty, or to release any Subsidiary Guarantor or Foreign Subsidiary Guarantor from its obligations under its Guaranty pursuant to this subsection 9.6. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrowers, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantythe Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder or, where relevant in a jurisdiction, as agent and trustee, with the effect that Lenders each become a beneficiary of a trust and Administrative Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) except in connection with any such pledge agreement for a jurisdiction in which Administrative Agent holds the Capital Stock as agent and trustee for Lenders, appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement and any registrations of the security interest thereby created, in each case in its name and on its behalf, with the effect that each Lender becomes a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, Guaranty and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (Ax) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (By) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.. 134

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) holding Revolving Loan Exposure or Tranche B Term Loan Exposure hereby further authorizes Administrative Agent, on behalf of and for the benefit of such Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of such Lenders under each Guaranty, and each such Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (ora sufficient percentage of such Lenders, if as required pursuant to Section 9.6, all Lenders)by subsection 10.6; provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all holding more than 50% of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders aggregate Revolving Loan Exposure and Tranche B Term Loan Exposure have otherwise consented or (iiib) subordinate the Liens of Administrative Agent, on behalf of Secured Partiessuch Lenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 6.2A; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, the parties hereto hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders holding more than 50% of the aggregate Revolving Loan Exposure and Tranche B Term Loan Exposure shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a an Asset Sale or other sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented in accordance with the provisions of this subsection 9.6 or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale an Asset Sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented consented. In the event Collateral is sold in such an Asset Sale or other transaction, Administrative Agent may, without further consent or authorization from Lenders, release the Liens granted under the Collateral Documents on the Collateral that is the subject of such Asset Sale or other transaction concurrently with the consummation of such Asset Sale or other transaction; provided that Administrative Agent shall have received (i) reasonable, and in any event not less than 30 days', prior written notice of such Asset Sale or such other transaction from Borrower; (ii) an Officers' Certificate (1) certifying that no Event of Default or Potential Event of Default shall have occurred and be continuing as of the date of such release of Collateral, (2) setting forth a detailed description of the Collateral subject to such Asset Sale or other transaction, and (3) certifying such Asset Sale or other transaction is permitted under this Agreement and that all conditions precedent to such Asset Sale or other transaction under this Agreement have been met; and (iii) subordinate evidence satisfactory to it that Administrative Agent shall have received all Net Cash Proceeds of such Asset Sale or other transaction, if any, required to be applied to repay Secured Obligations under this Agreement. Upon payment in full of all of the Obligations and termination of the Commitments, Administrative Agent shall release the Liens of Administrative Agent, on behalf of Secured Parties, such Collateral granted pursuant to the Collateral Documents. Upon any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item release of Collateral pursuant to the foregoing, Administrative Agent shall, at Borrower's expense, execute and deliver such documents (without recourse or stock referred representation or warranty) as reasonably requested to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedevidence such release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it EXECUTION 123 being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under each Guarantyof the Guaranties, and each Lender agrees to be bound by the terms of each Collateral Document and each of the Guaranties; provided PROVIDED that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or any of the Guaranties or (bii) release any Collateral or Subsidiary Guarantor (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent Administrative Agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a an Asset Sale or other sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented in accordance with the provisions of this subsection 9.6 or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale an Asset Sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented consented. In the event Collateral is sold in such an Asset Sale or other transaction, Administrative Agent may, without further consent or authorization from Lenders, release the Liens granted under the Collateral Documents on the Collateral that is the subject of such Asset Sale or other transaction concurrently with the consummation of such Asset Sale or other transaction; provided that Administrative Agent shall have received (i) reasonable, and in any event not less than 30 days', prior written notice of such Asset Sale or such other transaction from Borrower; (ii) an Officers' Certificate (1) certifying that no Event of Default or Potential Event of Default shall have occurred and be continuing as of the date of such release of Collateral, (2) setting forth a detailed description of the Collateral subject to such Asset Sale or other transaction, and (3) certifying such Asset Sale or other transaction is permitted under this Agreement and that all conditions precedent to such Asset Sale or other transaction under this Agreement have been met; and (iii) subordinate evidence satisfactory to it that Administrative Agent shall have received all Net Cash Proceeds of such Asset Sale or other transaction, if any, required to be applied to repay Secured Obligations under this Agreement. Upon payment in full of all of the Obligations and termination of the Commitments, Administrative Agent shall release the Liens of Administrative Agent, on behalf of Secured Parties, such Collateral granted pursuant to the Collateral Documents. Upon any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item release of Collateral pursuant to the foregoing, Administrative Agent shall, at Borrower's expense, execute and deliver such documents (without recourse or stock referred representation or warranty) as reasonably requested to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedevidence such release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent 108 on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale. Without derogating from or limiting any other authority granted to Administrative Agent herein or in any other Loan Document, each Lender hereby specifically (i) authorizes Administrative Agent to enter into the Foreign Pledge Agreements, including, without limitation, such Foreign Pledge Agreements governed by the laws of Canada, France, Germany, Spain and the United Kingdom respectively, as agent on behalf of Lenders, with the effect that Lenders each become a secured party thereunder, (ii) appoints Administrative Agent as its attorney-in-fact granting it the powers to execute and register, as applicable, each such Foreign Pledge Agreement or any other document, instrument or agreement related to perfection, enforceability or notice of the security interests of Lenders in any of the Collateral in its name and on its behalf, (iii) authorizes and empowers Administrative Agent to sub-delegate to third parties any or all of its powers as attorney-in-fact of each of Lenders and (iv) authorizes and empowers Administrative Agent to use its reasonable business judgment to establish the value of any Collateral for purposes of or in connection with perfection, enforceability or notice of the security interests of Lenders in any of the Collateral to the extent Administrative Agent believes may be necessary or desirable with respect to any foreign jurisdiction.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent -107- 115 for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented consented. Upon payment in full of all of the Obligations, all outstanding Letters of Credit being terminated or (iii) subordinate returned for cancellation and termination of the Commitments, Administrative Agent shall release the Liens of Administrative Agent, on behalf of Secured Parties, such Collateral granted pursuant to the Collateral Documents. Upon any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item release of Collateral pursuant to the foregoing, Administrative Agent shall, at Borrowers' expense, execute and deliver such documents (without recourse or stock referred representation or warranty) as reasonably requested to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedevidence such release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or 118 waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)subsection 7.2; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ia) or (iib), the requirements of Section 9.14 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Capital Stock of all existing and future first-tier Foreign Subsidiaries, which pledge agreements may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the effect that Lenders each become a secured party thereunder and (ii) appoints Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement in its name and on its behalf, with the effect that Lenders each become a secured party thereunder. With respect to each such pledge agreement, Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6subsection 9.6, any Hedge Agreement Swap Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver 119 of any provision contained in any Collateral Document or the Guaranties or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite the Lenders (or, if required pursuant to Section 9.6, all Lenders)subsection 10.6; provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite the Lenders required pursuant to subsection 10.6 have otherwise consented, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate a Domestic Subsidiary of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite the Lenders required pursuant to subsection 10.6 have otherwise consented or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause clauses (vi)-(xvi), (xviii)-(xx) and (xxii) of Section 6.2(a)subsection 7.2A; provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision clauses (ia) or (ii)b) above, the requirements of Section 9.14 subsection 10.13 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (A1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (B2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, Agent to enter into each Collateral Document as secured party on behalf of and to be for the agent for and representative benefit of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesDocument; provided that that, subject to any provision of subsection 10.6 requiring the consent of any additional Lenders, Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case Guaranty without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, but Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering covering any item items of Collateral that is are the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented and (ii) release any Subsidiary Guarantor (other than any Borrower or New Holdings) from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to a Person that is not any Person (other than an Affiliate of Company) Company pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantyof the Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof. It is hereby specified that the obligations of the Company under this Agreement shall be substituted in lieu of its obligations resulting from the Existing Credit Agreement and (B) in the event of a foreclosure by that therefore Administrative Agent on any hereby reserves, as provided under Article 1278 of French Civil Code, as security for the obligations of the Collateral pursuant to a public or private saleCompany under this Agreement, the benefit, of the security interest created by the Share Pledge Agreement dated October 15, 1996 as amended on January 29, 1998 among Company and Administrative Agent or any Lender may relating to the pledge of Xxxx France's shares by Company. It is hereby specified that the obligations of Xxxx France under this Agreement shall be substituted in lieu of its obligations resulting from the purchaser Existing Credit Agreement and that therefore Administrative Agent hereby reserves, as provided under Article 1278 of any or all French Civil Code, as security for the obligations of such Collateral at any such sale Xxxx France under this Agreement, the benefit, of 151 the security interest created by the Trademark Pledge Agreement date January 29, 1998, among Xxxx France and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Subsidiary Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required 156 pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consentedconsented or, (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented or (iiic) subordinate take any actions deemed appropriate by it in connection with Permitted Encumbrances of the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause types described in clauses (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (ivi), (vii), (x) or (iixiv) of the definition thereof (including by executing lien subordination agreements or non-disturbance agreements, as applicable), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as administrative agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. A. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock equity Securities of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, each Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, Agent to enter into each Collateral Document as secured party on behalf of and to be for the agent for and representative benefit of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and Document; PROVIDED that, subject to any provision of subsection 10.6 requiring the Guaranties; provided that Administrative consent of any additional Lenders, Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case Guaranty without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative but Agent may execute any documents or instruments necessary to (i) release any Lien encumbering covering any item items of Collateral that is are the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented and (ii) release any Subsidiary Guarantor (other than any Borrower or Holdings) from the Subsidiary its Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to a Person that is not any Person (other than an Affiliate of Company) Company pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, consented. Each Lender hereby further authorizes Agent to execute and deliver on behalf of Secured Partiesand for the benefit of Lenders, if Agent determines to any Liens permitted by clause be necessary or desirable, a "REITERATION ET RESERVATION HYPOTHECAIRE" to be executed before a "NOTAIRE" (vnotary) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedFrance. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guarantyof the Guaranties, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such salethereof.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) Bank hereby further authorizes the Administrative Agent, on behalf of and for the benefit of Lendersthe Banks, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders the Banks under each the Guaranty, and each Lender Bank agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided PROVIDED that the Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders Majority Banks (or, if required pursuant to Section 9.612.1, all LendersBanks); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lendersthe Banks, the Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders Majority Banks have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of the Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders Majority Banks have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Company, the Agents and each Bank hereby agree that (AX) no Lender Bank shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any the Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties Guaranty may be exercised solely by the Administrative Agent for the benefit of Lenders the Banks in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative any Agent or any Lender Bank may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of Lenders Banks (but not any Lender Bank or Lenders Banks in its or their respective individual capacities unless Requisite Lenders Majority Banks shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document (including, without limitation, the MELF Intercreditor Agreement) as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Parent, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a 139 foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.

Collateral Documents and Guaranties. Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document (including, without limitation, the MELF Intercreditor Agreement) as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesGuaranty; provided that Administrative Agent shall not (ai) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties Guaranty or (bii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (ia) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, consented or (iib) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of CompanyBorrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Parent, Borrower, Administrative Agent and each Lender hereby agree that (AX) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Administrative Agent at such sale.