Common use of Collateral Documents and Subsidiary Guaranty Clause in Contracts

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Agent, on behalf of and for the benefit of Beneficiaries, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Agent for the benefit of Beneficiaries in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and 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 payable by Collateral Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, or (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrower, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a which term shall include, for purposes of this subsection 9.6, any Swap Counterparty) hereby further authorizes Collateral (and, with respect to actions taken prior to the Restatement Date, ratifies the actions taken by) Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding except for Liens described in permitted by clause (viiv) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereofof the Collateral Documents and the Subsidiary Guaranty, and (2) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Administrative Agent to enter into pledge agreements, security EXECUTION VERSION agreements or any other agreements or instruments pursuant to this subsection 9.6 with respect to the Equity Interests Capital Stock of all any existing and future first-tier Foreign Subsidiaries, which pledge agreements or instruments may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of LendersLender, 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement or instrument 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, Collateral Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided PROVIDED that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or any of the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrower, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.123

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a which term shall include, for purposes of this subsection 9.6, any Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding except for Liens described in permitted by clause (viiv) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereofof the Collateral Documents and the Subsidiary Guaranty, and (2) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Administrative Agent to enter into pledge agreements, security agreements or any other agreements or instruments pursuant to this subsection 9.6 with respect to the Equity Interests Capital Stock of all any existing and future first-tier Foreign Subsidiaries, which pledge agreements or instruments may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of LendersLender, 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement or instrument 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, Collateral Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral the Intercreditor Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document and Subsidiary Guaranty as secured party and to be the agent for and representative of Lenders under the Subsidiary Guarantyor beneficiary (as applicable), and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided PROVIDED that Collateral the Administrative Agent and the Intercreditor Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty Guaranty, or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Collateral the Administrative Agent and the Intercreditor Agent may execute any documents or instruments necessary to (ai) release any Subsidiary from the Subsidiary Guaranty to the extent the stock of such Restricted Subsidiary is sold, transferred or otherwise disposed of in a transaction permitted under this Agreement or otherwise consented to by the Lenders in accordance with subsection 10.6 and (ii) 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, (b) release in connection with a Non-Recourse Financing or any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests of such Subsidiary Guarantor are sold to any Person (other than an Affiliate of Company) pursuant to Indebtedness secured by a sale or other disposition permitted hereunder Permitted Lien or to which Requisite the Lenders have otherwise consented in accordance with subsection 10.6. In connection with any disposition or (c) subordinate release of any Collateral pursuant to the Liens terms of Collateral Agentany Loan Document, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in at the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b)Borrowers' request and expense, the requirements of subsection 10.14 are satisfiedIntercreditor Agent shall (without recourse and without any representation or warranty) execute and deliver to the Borrowers such documents (including UCC-3 termination statements) as the Borrowers' may reasonably request to evidence or effect such disposition or release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Companythe Borrowers, Administrative Agent, Collateral the Intercreditor Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary GuarantyDocument, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary each Guaranty may be exercised solely by Collateral the Intercreditor Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral the Intercreditor Agent on any of the Collateral pursuant to a public or private sale, Collateral the Intercreditor Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral the Intercreditor 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 Collateral the Intercreditor Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided PROVIDED that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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 130 138 Lenders have otherwise consented, consented or (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests equity Securities of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral each Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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 (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests equity Securities of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral each Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided PROVIDED that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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 (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral each Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral any Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 141 any of the Obligations as a credit on account of the purchase price for any Collateral collateral payable by Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) and Syndication Agent hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders and Agents, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders and Agents under the Subsidiary Guaranty, and each Lender and each Agent agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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 the applicable Collateral Document or to which Requisite Lenders have otherwise consented, consented or (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are is, or all or substantially all of the assets 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 (or such other Lenders as may be required to consent under subsection 10.6) have otherwise consented or (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral (and, with respect to actions taken prior to the Restatement Date, ratifies the actions taken by) Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof)7.2; provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each DIP Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral DIP Agent, on behalf of and for the benefit of BeneficiariesDIP Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of DIP Lenders under the Subsidiary Guaranty, and each DIP Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral DIP Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate any Collateral in excess of $10,000,000 per Fiscal Year (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 such DIP Lenders (or, if required pursuant to as may be provided for in subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from DIP Lenders, Collateral DIP Agent may execute any documents or instruments necessary to (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 DIP Lenders have otherwise consented, consented or (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are is sold to any Person (other than an Affiliate of CompanyBorrowers) pursuant to a sale or other disposition permitted hereunder or to which Requisite DIP Lenders have otherwise consented or (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrowers, Administrative Agent, Collateral DIP Agent and each DIP Lender hereby agree that (1) no DIP Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral DIP Agent for the benefit of Beneficiaries DIP Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral DIP Agent on any of the Collateral pursuant to a public or private sale, Collateral DIP Agent or any DIP Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral DIP Agent, as agent for and representative of DIP Lenders (but not any DIP Lender or DIP Lenders in its or their respective individual capacities unless Requisite DIP 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 DIP Obligations as a credit on account of the purchase price for any Collateral collateral payable by Collateral DIP Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or any of the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); 7.2 provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision subclause (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrower, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral the Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document and Subsidiary Guaranty as secured party and to be the agent for and representative of Lenders under the Subsidiary Guarantyor beneficiary (as applicable), and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral the Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty Guaranty, or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral the Administrative Agent may execute any documents or instruments necessary to (ai) release any Subsidiary from the Subsidiary Guaranty to the extent the stock of such Restricted Subsidiary is sold, transferred or otherwise disposed of in a transaction permitted under this Agreement or otherwise consented to by the Lenders in accordance with subsection 10.6 and (ii) 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, (b) release in connection with a Non-Recourse Financing or any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests of such Subsidiary Guarantor are sold to any Person (other than an Affiliate of Company) pursuant to Indebtedness secured by a sale or other disposition permitted hereunder Permitted Lien or to which Requisite the Lenders have otherwise consented in accordance with subsection 10.6. In connection with any disposition or (c) subordinate release of any Collateral pursuant to the Liens terms of Collateral Agentany Loan Document, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in at the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b)Borrowers’ request and expense, the requirements of subsection 10.14 are satisfiedAdministrative Agent shall (without recourse and without any representation or warranty) execute and deliver to the Borrowers such documents (including UCC-3 termination statements) as the Borrowers’ may 137 reasonably request to evidence or effect such disposition or release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Companythe Borrowers, the Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary GuarantyDocument, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary each Guaranty may be exercised solely by Collateral the Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral the Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral the 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 Collateral the Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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 (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each which term shall include, for purposes of this subsection 9.6, any Lender in its capacity as a Swap Counterpartycounterparty to a Hedge Agreement with Company or one of its Subsidiaries) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document Document, and the Subsidiary Guaranty; provided PROVIDED that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of or departure from any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, howeverHOWEVER, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof)7.2; provided PROVIDED that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of 116 subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Administrative Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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, trustee with the effect that the Lenders each become a beneficiary beneficiaries of a the trust and Collateral 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 Collateral 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, Collateral Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or -------- ------- ------- authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 or (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrowers, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, Guaranty and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (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 (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1x) no Lender shall 120 128 have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2y) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and 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 Collateral Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty (other than immaterial amendments to correct mistakes or cure ambiguities) or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lendersany Lender, Collateral Administrative Agent may execute any documents or instruments necessary to (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, or (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied7.2. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrower, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 103 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof)7.2; provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document and Subsidiary Guaranty as secured party and to be the agent for and representative of Lenders under the Subsidiary Guarantyor beneficiary (as applicable), and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided PROVIDED that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty Guaranty, or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, however, that, without further written consent or authorization from Lenders, Collateral the Administrative Agent may execute any documents or instruments necessary to (ai) release any Subsidiary from the Subsidiary Guaranty to the extent the stock of such Restricted Subsidiary is sold in a transaction permitted under this Agreement or otherwise consented to by the Lenders in accordance with subsection 10.6 and (ii) 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, (b) release in connection with a Non-Recourse Financing or any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests of such Subsidiary Guarantor are sold to any Person (other than an Affiliate of Company) pursuant to Indebtedness secured by a sale or other disposition permitted hereunder Permitted Lien or to which Requisite the Lenders have otherwise consented in accordance with subsection 10.6. In connection with any disposition or (c) subordinate release of any Collateral pursuant to the Liens terms of Collateral Agentany Loan Document, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in at the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b)Borrowers' request and expense, the requirements of subsection 10.14 are satisfiedAdministrative Agent shall (without recourse and without any representation or warranty) execute and deliver to the Borrowers such documents (including UCC-3 termination statements) as the Borrowers' may reasonably request to evidence or effect such disposition or release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Companythe Borrowers, the Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary GuarantyDocument, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary each Guaranty may be exercised solely by Collateral the Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral the Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral the 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 Collateral the Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral the Intercreditor Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document and Subsidiary Guaranty as secured party and to be the agent for and representative of Lenders under the Subsidiary Guarantyor beneficiary (as applicable), and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral the Administrative Agent and the Intercreditor Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty Guaranty, or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral the Administrative Agent and the Intercreditor Agent may execute any documents or instruments necessary to (ai) release any Subsidiary from the Subsidiary Guaranty to the extent the stock of such Restricted Subsidiary is sold in a transaction permitted under this Agreement or otherwise consented to by the Lenders in accordance with subsection 10.6 and (ii) 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, (b) release in connection with a Non-Recourse Financing or any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests of such Subsidiary Guarantor are sold to any Person (other than an Affiliate of Company) pursuant to Indebtedness secured by a sale or other disposition permitted hereunder Permitted Lien or to which Requisite the Lenders have otherwise consented in accordance with subsection 10.6. In connection with any disposition or (c) subordinate release of any Collateral pursuant to the Liens terms of Collateral Agentany Loan Document, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in at the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b)Borrowers' request and expense, the requirements of subsection 10.14 are satisfiedIntercreditor Agent shall (without recourse and without any representation or warranty) execute and deliver to the Borrowers such documents (including UCC-3 termination statements) as the Borrowers' may reasonably request to evidence or effect such disposition or release. Anything contained in any of the Loan Documents to the contrary notwithstanding, Companythe Borrowers, Administrative Agent, Collateral the Intercreditor Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary GuarantyDocument, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary each Guaranty may be exercised solely by Collateral the Intercreditor Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral the Intercreditor Agent on any of the Collateral pursuant to a public or private sale, Collateral the Intercreditor Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral the Intercreditor 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 Collateral the Intercreditor Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate any Collateral in excess of $10,000,000 per Fiscal Year (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 such Lenders (or, if required pursuant to as may be provided for in subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (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 (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 or (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrowers, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and 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 Collateral Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6Section 10.01, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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 Required Lenders have otherwise consented, consented or (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrower, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 collateral payable by Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Agent, on behalf of and for the benefit of Beneficiaries, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that (1) is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consentedconsented or (2) is owned by any Subsidiary that is designated as a HUD Subsidiary in accordance with the provisions of subsection 7.3B, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if (1) all of the Equity Interests 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 (2) such Subsidiary Guarantor has been designated as a HUD Subsidiary in accordance with the provisions of subsection 7.3B or (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Agent for the benefit of Beneficiaries in accordance with the terms thereof, and (2) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and 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 payable by Collateral Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral AgentFacility Manager, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent Facility Manager shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.69.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent Facility Manager may execute any documents or instruments necessary to (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 (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent Facility Manager and each Lender hereby agree that (1x) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Agent Facility Manager for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2y) in the event of a foreclosure by Collateral Agent Facility Manager on any of the Collateral pursuant to a public or private sale, Collateral Agent Facility Manager or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral AgentFacility Manager, 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 Collateral Agent Facility Manager at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.115

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a which term shall include, for purposes of this subsection 9.6, any Swap CounterpartyCounterparty and any Cash Management Bank) hereby further authorizes Collateral (and, with respect to actions taken prior to the Closing Date, ratifies the actions taken by) Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests Capital Stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Administrative Agent, on behalf of BeneficiariesLenders, to any Liens permitted by subsection 7.2A (excluding except for Liens described in permitted by clause (viiv) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereofof the Collateral Documents and the Subsidiary Guaranty, and (2) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Administrative Agent to enter into pledge agreements, security agreements or any other agreements or instruments pursuant to this subsection 9.6 with respect to the Equity Interests Capital Stock of all any existing and future first-tier Foreign Subsidiaries, which pledge agreements or instruments may be governed by the laws of each of the jurisdictions of formation of such Foreign Subsidiaries, as agent on behalf of each of LendersLender, with the effect that Lenders each Ruths_Second Amended and Restated Credit Agreement (2) 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral Administrative Agent as its attorney-in-fact granting it the powers to execute each such pledge agreement or instrument 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, Collateral Administrative Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Collateral Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to (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 (b) release release\ any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and 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 Collateral Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.

Collateral Documents and Subsidiary Guaranty. Each Lender (including each Lender in its capacity as a Swap Counterparty) hereby further authorizes Collateral Administrative Agent, on behalf of and for the benefit of BeneficiariesLenders, to enter into each Collateral Document as secured party and to be the agent Administrative Agent for and representative of Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided PROVIDED that Collateral Administrative Agent shall not (i) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Subsidiary Guaranty or (ii) release or subordinate 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 subsection 10.6, all Lenders); provided furtherPROVIDED FURTHER, however, that, without further written consent or authorization from Lenders, Collateral Administrative Agent may execute any documents or instruments necessary to (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 (b) release any 110 CREDIT AGREEMENT Subsidiary Guarantor from the Subsidiary Guaranty if all of the Equity Interests capital stock of such Subsidiary Guarantor are 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 or (c) subordinate the Liens of Collateral Agent, on behalf of Beneficiaries, to any Liens permitted by subsection 7.2A (excluding Liens described in clause (vi) thereof); provided that, in the case of a sale of such item of Collateral or stock referred to in subdivision (a) or (b), the requirements of subsection 10.14 are satisfiedconsented. Anything contained in any of the Loan Documents to the contrary notwithstanding, CompanyBorrowers, Administrative Agent, Collateral Agent and each Lender hereby agree that (1X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Collateral Administrative Agent for the benefit of Beneficiaries Lenders in accordance with the terms thereof, and (2Y) in the event of a foreclosure by Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale, Collateral Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral 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 Collateral Administrative Agent at such sale. Without derogating from any other authority granted to Administrative Agent or Collateral Agent herein or in the Collateral Documents or any other document relating thereto, each Lender hereby specifically (i) authorizes Collateral Agent to enter into pledge agreements pursuant to this subsection 9.6 with respect to the Equity Interests 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 Collateral Agent has all the rights, powers, discretions, protections and exemptions from liability set out in the pledge agreements and (ii) appoints Collateral 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, Collateral Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each Lender.