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, 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 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 8.6subsection 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 8.6, 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 8.6, 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 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 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 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. 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 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 8.6subsection 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. (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 93 100 representative of Lenders under each with respect to the 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 Documents. Subject to Section 9.6, all Lenders); provided further, however, that10.5, 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 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 of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale Section 7.13 or other disposition permitted hereunder or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented. (iiib) 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 Credit Documents to the contrary notwithstanding, each Credit Party, Administrative Agent and each Lender hereby agree that (Ai) 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 hereunder may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof hereof, and (Bii) 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. (c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Administrative Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "SUPPLEMENTAL COLLATERAL AGENT"). In the event that Administrative Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Administrative Agent shall inure to the benefit of such 94 101 Supplemental Collateral Agent and all references therein to Administrative Agent shall be deemed to be references to Administrative Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Borrower or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Borrower shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Administrative Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Administrative Agent until the appointment of a new Supplemental Collateral Agent.

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 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 8.6subsection 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 8.6, 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.

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. 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, 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 (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.

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 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 the Intercreditor Agreement and to appoint the Collateral Agent thereunder as agent for and representative of Lenders. Under the terms of the Intercreditor Agreement, the Collateral Agent is authorized to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders Secured Parties under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, each Collateral Document and the Guaranties; provided that Subsidiary Guaranty. Administrative Agent shall not (a) enter into or consent to any material amendment, modification, modification or 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 Intercreditor 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, . Each Lender acknowledges that under the terms of the Intercreditor Agreement 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 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 Lenders (as applicable) 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 AXEL 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 Collateral Agent for the benefit of Lenders Secured Parties 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 Secured Party 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 Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities AXEL CREDIT AGREEMENT EXECUTION 111 118 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. The Lenders each further acknowledge and agree that pursuant to the Intercreditor Agreement and the Collateral Documents, Collateral Agent will act as the fonde de pouvoir (holder of the power of attorney) of the holders from time to time of Notes issued pursuant hereto to the extent necessary or desirable for the purposes of creating, maintaining or enforcing any Liens or guarantees created or established under any Collateral Documents contemplated hereby to be executed under the laws of the Province of Quebec, Canada including, without limiting the generality of the foregoing, entering into any such Collateral Documents and exercising all or any of the rights, powers, trusts or duties conferred upon the Collateral Agent therein and in the Intercreditor Agreement and each holder of Notes by receiving and holding same accepts and confirms the appointment of the Collateral Agent as fonde de pouvoir (holder of the power of attorney) of such holder for such purposes.

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 the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; 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 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 11.6, all Lenders); provided 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 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, the Borrowers, 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 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 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 173 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 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 8.6subsection 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 8.6subsection 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, 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 Subsidiary 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, 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 thereof. A.) and by the "REITERATION DE CONTRAT DECREDIT MODIFIE ET RESERVE DE GARANTIE HYPOTHECAIRE" (Bmortgage amendment) dated March 2, 1998 between Agent and Xxxx France. It is herein specified that obligations of Company under this Agreement shall be in addition to its obligations resulting from the event of a foreclosure by Administrative Existing Credit Agreement, and that therefore Agent on any hereby reserves, as provided under Article 1278 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 AgentFrench Civil Code, 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, security for the purpose obligations of bidding and making settlement or payment Company under this Agreement, the benefit of the purchase price for all or any portion security interest created by the Share Pledge Agreement dated October 15, 1996 among Company and Agent relating to the pledge of Xxxx France's shares by Company, and the Collateral sold at any such public saleAmendment Agreement dated January 29, 1998 among Company and Agent relating 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 saleShare Pledge Agreement dated October 15, 1996.

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 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 or (iiic) subordinate the Liens of Administrative Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) subsection 7.2A which are permitted under this Agreement to be senior to such Liens 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 satisfiedAdministrative Agent. 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 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. (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 with respect to the 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 . Subject to Section 9.6, all Lenders); provided further, however, that10.5, 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 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 of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale Section 7.13 or other disposition permitted hereunder or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented. (iiib) 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 Credit Documents to the contrary notwithstanding, each Borrower, Administrative Agent and each Lender hereby agree that (Ai) 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 hereunder may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof hereof, and (Bii) 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. (c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Administrative Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent"). In the event that Administrative Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Administrative Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Administrative Agent shall be deemed to be references to Administrative Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from either Borrower or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, each Borrower shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Administrative Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Administrative Agent until the appointment of a new Supplemental Collateral Agent.

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 shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent and 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 agents 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 and 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 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 9.6, all Lenders) or the Agent (as applicable); 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 the Agent (as applicable) 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 or the Agent (as applicable) 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, the Loan Parties, Agent, 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 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 and/or Collateral Agent for the benefit of Lenders in accordance with the terms thereof thereof, and (BY) in the event of a foreclosure by Administrative Agent or Collateral 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) and Collateral Agent, as agent for Agent (as applicable) 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 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 Global 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 with respect to be bound by the terms of each Collateral Document Guaranty 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 Collateral. Without further written consent or authorization from Lenders, Administrative Global Agent may shall 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, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, 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 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 Section 7.13 or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented. 128 (iiib) 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 Credit Documents to the contrary notwithstanding, Company, Global Agent and each Lender hereby agree that (Ai) 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 hereunder may be exercised solely by Administrative Global Agent for the benefit of Lenders in accordance with the terms thereof hereof, and (Bii) in the event of a foreclosure by Administrative Global Agent on any of the Collateral pursuant to a public or private sale, Administrative Global Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Global 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 Global Agent at such sale. (c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "Supplemental Collateral Agent''). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent. 121 129

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, 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) 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 8.6, 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 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 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 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. 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 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, 108 117 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, 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 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 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 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. (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 respective property so acquired and the proceeds and products thereof. (ib) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (Ai) 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 hereunder and 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 hereof, and (BII) 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. (c) It is the purpose hereof and of the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or under any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Collateral Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Collateral Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "SUPPLEMENTAL COLLATERAL AGENT"). In the event that Collateral Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or by any of the other Credit Documents to be exercised by or vested in or conveyed to Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Collateral Agent or such Supplemental Collateral Agent, and (II) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Collateral Agent shall inure to the benefit of such Supplemental Collateral Agent and all references CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A therein to Collateral Agent shall be deemed to be references to Collateral Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Collateral Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Administrative Agent until the appointment of a new Supplemental Collateral Agent. (d) Company and each Guarantor hereby authorize the Collateral Agent to file any financing statements or continuation statements, and amendments to financing statements in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect or to maintain the perfection of the first priority security interest granted to Collateral Agent under any of the Credit Documents. Such financing statements may describe the Collateral in the same manner as described in the Pledge and Security Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent under any of the Credit Documents, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Collateral Agent will provide Company with file-stamped copies of any such filings made by it.

Collateral Documents and Guaranties. Each Lender (which term a) The Agent shall includehave received the Domestic Guaranty, an amended and restated Pledge Agreement (pledging the share capital of each of the Significant Domestic Subsidiaries) executed by the Company and certain of the Significant Domestic Subsidiaries as well as stock certificates and blank stock powers for purposes all shares subject to such Pledge Agreement; (b) The Agent shall have received a Reaffirmation of this Section 8.6Certain Loan Documents or such new or updated Pledge Agreements and/or Guaranties as the Agent determines necessary executed by the Foreign Permitted Borrowers, Vishay Asia and the other Significant Foreign Subsidiaries in connection with those Pledge Agreements and the Foreign Guaranties as previously executed and delivered to Agent; and (c) Company and each of the Significant Domestic Subsidiaries shall have previously executed and delivered the Security Agreement or joined thereto and any Hedge documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements) required to be filed in connection with the Security Agreement Counterparty) hereby further authorizes Administrative Agentto create, in favor of the Agent (for and on behalf of and for the benefit of Lenders), to enter into each a perfected security interest in the 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 thereunder 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 have been delivered to the terms of this Agreement or the applicable Collateral Document), Agent in a proper form for filing in each office in each jurisdiction listed in Schedule 5.3, or other office, as the case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders)may be; provided furtherprovided, 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 that the Company shall have a period of Collateral that is ninety days following the subject of a sale Effective Date to deliver, or cause to be delivered, documentation satisfactory to the Agent to perfect the security interest and lien in patents, trademarks and other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consentedintellectual property and proprietary rights, and (ii) release that the Company shall have a period of thirty days following the Effective Date to deliver, or cause to be delivered, the joinders of Vishay Infared Components, Inc., Vishay Cera-mite, Inc., Vishay BLH, Inc., and Vishay Transducers Ltd. to the Security Agreement and any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold related documents required to any Person (other than an Affiliate of Company) pursuant to perfect 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, security interest 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 salethereunder.

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) 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 8.6subsection 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 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, 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 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 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 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 8.69.6, 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) 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 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 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 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.

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 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 108 109 (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); 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, 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 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 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 Guarantyany other Credit Document other than this Agreement, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; such Credit Document, provided that Administrative Collateral Agent shall not 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 such Credit Document, or (bii) release any Collateral (Collateral, except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document)in compliance with Section 10.5, in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); and provided further, however, further that, without further written consent or authorization from Lenders, Administrative Collateral Agent may execute any documents or instruments necessary to to: (i1) 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, , (ii2) release any Guarantor Subsidiary Guarantor from the Subsidiary its Guaranty if all or substantially all of the Capital Stock of such Guarantor Subsidiary Guarantor is sold or disposed of 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 consented, or (iii3) subordinate the Liens of Administrative Collateral Agent, on behalf of Secured PartiesLenders, to any Liens permitted by clause (v) of Section 6.2(a)6.2; provided thatso long as, in the case of a sale or other disposition of such item of Collateral or stock Capital Stock referred to in subdivision (iSection 9.6(a)(ii)(1) or (ii2), the requirements of Section 9.14 10.5 are satisfied. Anything contained in any of the Loan Credit Documents to the contrary notwithstanding, the Credit Parties, Collateral 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 Collateral Agent for the benefit of Lenders in accordance with the terms thereof and thereof, and (B2) 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 Secured Parties (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 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 8.6, 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 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 8.6, 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. (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 respective property so acquired and the proceeds and products thereof. (ib) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (Ai) 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 hereunder and 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 hereof, and (Bii) 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. (c) It is the purpose hereof and of the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or under any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Collateral Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Collateral Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a “Supplemental Collateral Agent”). In the event that Collateral Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or by any of the other Credit Documents to be exercised by or vested in or conveyed to Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Collateral Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Collateral Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Collateral Agent shall be deemed to be references to Collateral Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Collateral Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Administrative Agent until the appointment of a new Supplemental Collateral Agent. (d) Company and each Guarantor hereby authorize the Collateral Agent to file any financing statements or continuation statements, and amendments to financing statements in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect or to maintain the perfection of the first priority security interest granted to Collateral Agent under any of the Credit Documents. Such financing statements may describe the Collateral in the same manner as described in the Pledge and Security Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent under any of the Credit Documents, including, without limitation, describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.” Collateral Agent will provide Company with file-stamped copies of any such filings made by it.

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 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 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 (or such greater number of Lenders as may be required pursuant to 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, 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 141 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 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 Document. Subject 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, thatSECTION 10.5, 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 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 consented. (iiib) 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 Credit Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (AI) 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 hereunder and 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 hereof, and (Bii) 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 115 122 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. (c) It is the purpose hereof and of the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or under any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Administrative Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "SUPPLEMENTAL COLLATERAL AGENT"). In the event that Administrative Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or by any of the other Credit Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this SECTION 9 and of SECTIONS 10.2 and 10.3 that refer to Administrative Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Administrative Agent shall be deemed to be references to Administrative Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Administrative Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Administrative Agent until the appointment of a new Supplemental Collateral Agent.

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 8.6subsection 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, 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 105 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); 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, 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 the Intercreditor Agreement and to appoint the Collateral Agent thereunder as agent for and representative of Lenders. Under the terms of the Intercreditor Agreement, the Collateral Agent is authorized to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders Secured Parties under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, each Collateral Document and the Guaranties; provided that Subsidiary Guaranty. Administrative Agent shall not (a) enter into or consent to any material amendment, modification, modification or 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 Intercreditor 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, . Each Lender acknowledges that under the terms of the Intercreditor Agreement 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 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 Lenders (as applicable) 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 AXEL 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 Collateral Agent for the benefit of Lenders Secured Parties 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 Secured Party 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 Secured Parties (but not any Lender Secured Party or Lenders Secured Parties in its or their respective individual capacities 118 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. The Lenders each further acknowledge and agree that pursuant to the Intercreditor Agreement and the Collateral Documents, Collateral Agent will act as the fonde de pouvoir (holder of the power of attorney) of the holders from time to time of Notes issued pursuant hereto to the extent necessary or desirable for the purposes of creating, maintaining or enforcing any Liens or guarantees created or established under any Collateral Documents contemplated hereby to be executed under the laws of the Province of Quebec, Canada including, without limiting the generality of the foregoing, entering into any such Collateral Documents and exercising all or any of the rights, powers, trusts or duties conferred upon the Collateral Agent therein and in the Intercreditor Agreement and each holder of Notes by receiving and holding same accepts and confirms the appointment of the Collateral Agent as fonde de pouvoir (holder of the power of attorney) of such holder for such purposes.

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 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 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, 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 thereof. A.) and (B) in the event of a foreclosure by Xxxx UK, and that Administrative Agent on any hereby reserves, as provided under Article 1278 of the Collateral pursuant to a public or private saleFrench Civil Code, as security for the obligations of Xxxx France under this Agreement, the benefit of the security interest created by the "Reiteration Delegation et Affectation Hypothecaire" (mortgage agreement) dated October 15, 1996 (registered with the Mortgage Registry of Nantes on November 25, 1996, Volume 1696 V, n degree 56) between Administrative Agent or any Lender may and Xxxx France (formerly named Rockwell Systemes Graphiques Nantes, S. A.). It is herein specified that obligations of Company 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 the French Civil Code, as security for the obligations of such Collateral at any such sale Company under this Agreement, the benefit of the security interest created by the Share Pledge Agreement dated October 15, 1996 among Company and Administrative Agent, as agent for and representative Agent relating to the pledge 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 Xxxx France's shares by Administrative Agent at such saleCompany.

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. B. Each Lender hereby authorizes Administrative Agent to execute any and all powers of attorney or other instruments on behalf of such Lender necessary to effect the pledge of any Subsidiary's shares of capital stock under the laws of a jurisdiction outside of the United States of America.

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 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 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 8.6subsection 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 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 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 8.6, 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 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into the Intercreditor Agreement and to appoint the Collateral Agent thereunder as agent for and representative of Lenders. Under the terms of the Intercreditor Agreement the Collateral Agent is authorized to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders Secured Parties under each the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, each Collateral Document and the Guaranties; provided that Subsidiary Guaranty. Administrative Agent shall not (a) enter into or consent to any material amendment, modification, modification or 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 Intercreditor 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, . Each Lender acknowledges that under the terms of the Intercreditor Agreement 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 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 Lenders (as applicable) 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 Revolving 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 Collateral Agent for the benefit of Lenders Secured Parties 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 Secured Party 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 Secured Parties (but not any Lender Secured Party or Lenders Secured Parties 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. The Lenders each further acknowledge and agree that pursuant to the Intercreditor Agreement and the Collateral Documents, Collateral Agent will act as the fonde de pouvoir (holder of the power of attorney) of the holders from time to time of Notes issued pursuant hereto to the extent necessary or desirable for the purposes of creating, maintaining or enforcing any Liens or guarantees created or established under any REVOLVING LOAN CREDIT AGREEMENT EXECUTION 138 146 Collateral Documents contemplated hereby to be executed under the laws of the Province of Quebec, Canada including, without limiting the generality of the foregoing, entering into any such Collateral Documents and exercising all or any of the rights, powers, trusts or duties conferred upon the Collateral Agent therein and in the Intercreditor Agreement and each holder of Notes by receiving and holding same accepts and confirms the appointment of the collateral Agent as fonde de pouvoir (holder of the power of attorney) of such holder for such purposes.

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 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 Global 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 with respect to be bound by the terms of each Collateral Document Guaranty 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 Collateral. Without further written consent or authorization from Lenders, Administrative Global Agent may shall 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, that secures a Real Estate Asset being developed in connection with the incurrence of any Indebtedness permitted pursuant to Section 6.1(l), that secures any Leasehold Property that is being terminated or otherwise abandoned, 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 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 Section 7.13 or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or consented. (iiib) 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 Credit Documents to the contrary notwithstanding, Company, Global Agent and each Lender hereby agree that (Ai) 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 hereunder may be exercised solely by Administrative Global Agent for the benefit of Lenders in accordance with the terms thereof hereof, and (Bii) in the event of a foreclosure by Administrative Global Agent on any of the Collateral pursuant to a public or private sale, Administrative Global Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Global 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 Global Agent at such sale. (c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Global Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be 134 desirable or necessary in connection therewith, it may be necessary that Global Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co- agent (a "Supplemental Collateral Agent"). In the event that Global Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Global Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Global Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Global Agent shall be deemed to be references to Global Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Global Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Global Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Global Agent until the appointment of a new Supplemental Collateral Agent.

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 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 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 109 118 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 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 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 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 (or such greater number of Lenders as may be required pursuant to subsection 10.6) 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 (or such greater number of Lenders as may be required pursuant to 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, 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 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 respective property so acquired and the proceeds and products thereof. (ib) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (Ai) 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 hereunder and 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 hereof, and (Bii) in the event of a 117 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. (c) It is the purpose hereof and of the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or under any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Collateral Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Collateral Agent appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (a "SUPPLEMENTAL COLLATERAL AGENT"). In the event that Collateral Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or by any of the other Credit Documents to be exercised by or vested in or conveyed to Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Collateral Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Collateral Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Collateral Agent shall be deemed to be references to Collateral Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Company or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Company shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Collateral Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Administrative Agent until the appointment of a new Supplemental Collateral Agent. (d) Company and each Guarantor hereby authorize the Collateral Agent to file any financing statements or continuation statements, and amendments to financing statements in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect or to maintain the perfection of the first priority 118 security interest granted to Collateral Agent under any of the Credit Documents. Such financing statements may describe the Collateral in the same manner as described in the Pledge and Security Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent under any of the Credit Documents, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Collateral Agent will provide Company with file-stamped copies of any such filings made by it.

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 the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the GuarantiesSubsidiary Guaranty; 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 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 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 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 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 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 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 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 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 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 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 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. (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 with respect to the 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 Documents. Subject to Section 9.6, all Lenders); provided further, however, that10.5, 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 hereby or to which Requisite Lenders have otherwise consented, (iior such other Lenders as may be required to give such consent under Section 10.5) 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 (iiiii release any Guarantor from the Guaranty pursuant to Section 7.13 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause have otherwise consented. (vb) 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 Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (Ai) 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 hereunder may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof hereof, and (Bii) 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. (c) It is the purpose hereof and the other Credit Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation hereunder or any of the other Credit Documents, and in particular in case of the enforcement of any of the Credit Documents, or in case Administrative Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Credit Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Administrative Agent appoint an additional individual or institution as a separate trustee, co- trustee, collateral agent or collateral co-agent (a "SUPPLEMENTAL COLLATERAL AGENT"). In the event that Administrative Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended hereby or any of the other Credit Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9 and of Sections 10.2 and 10.3 that refer to Administrative Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Administrative Agent shall be deemed to be references to Administrative Agent and/or such Supplemental Collateral Agent, as the context may require. Should any instrument in writing from Borrower or any other Credit Party be required by any Supplemental Collateral Agent so appointed by Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, Borrower shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by Administrative Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by Administrative Agent until the appointment of a new Supplemental Collateral Agent.