Common use of Concerning the Collateral and the Security Documents Clause in Contracts

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, (iii) act as collateral agent for the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Administrative Agent and the Lenders hereby authorizes and directs the Collateral Agent (without any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreement.

Concerning the Collateral and the Security Documents. (a) Each Multi-Currency Lender and each Issuing Lender agrees that any action taken by the Administrative Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Multi-Currency Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion of the Multi-Currency Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Multi-Currency Lenders and the Issuing Lenders. Each Lender and each Issuing Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, the Issuing Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Lenders with respect to all payments and collections arising in connection with the Collateral and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent Agent, each Lender and each Issuing Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and Agent, Lender or such Issuing Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent or the Term Loan Administrative Agent, as applicable, pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders, the Issuing Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Administrative Agent Agent, the Lenders and the Issuing Lenders hereby authorizes and directs the Collateral Agent (without any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreement.

Concerning the Collateral and the Security Documents. (a) Each Lender and each Issuing Lender agrees that any action taken by the Administrative Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Issuing Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; , provided, however, that the Collateral Administrative Agent hereby appoints, authorizes and directs the Administrative Agent each Lender and each Issuing Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders and the other Secured Parties Issuing Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts maintained by a Loan Party with, Collateral and cash and Cash Equivalents held by, the Administrative Agent and such Lender or such Issuing Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders, the Issuing Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Administrative Agent and the Lenders hereby authorizes and directs the Collateral Agent (without any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreement.

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Administrative Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of the powers set forth herein or therein(or, together with where so required, such other powers as are reasonably incidental thereto, shall be authorized and binding upon all greater proportion of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent ) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its SubsidiariesLoan Party, (iii) act as collateral agent for the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Administrative Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, Agent and the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and such Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent for the benefit of the Lenders against any of the following: (i) all of the Collateral and all Loan Parties, upon payment and satisfaction in full of all Term Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable; (ii) any assets that are subject to a Lien permitted by Section 6.02(d); and (iii) any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement). (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee under the Guarantee and Collateral Agreement or the Sillerman Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, 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 sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale or other disposition. (d) Each of the Lenders hereby authorizes and directs the Collateral Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 8.11 promptly upon the effectiveness of any such release. (without any further notice or consente) to, promptly release or subordinate any Lien as set forth in Section 9 Each of the Intercreditor AgreementLenders hereby consents to the release of any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Concerning the Collateral and the Security Documents. (a) Each Multi-Currency Lender and each Issuing Lender agrees that any action taken by the Multi-Currency Administrative Agent or the Required Multi-Currency Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Multi-Currency Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Multi-Currency Administrative Agent or the Required Multi-Currency Lenders (or, where so required, such greater proportion of the Multi-Currency Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Multi-Currency Lenders and the Issuing Lenders. Each Term Loan Lender agrees that any action taken by the Term Loan Administrative Agent or the Required Term Loan Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Term Loan Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Term Loan Administrative Agent or the Required Term Loan Lenders (or, where so required, such greater proportion of the Term Loan Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Term Loan Lenders. Each Lender and each Issuing Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, the Issuing Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Lenders with respect to all payments and collections arising in connection with the Collateral and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the each Administrative Agent Agent, Lender and each Issuing Lender to act as collateral sub-agent for the Administrative AgentAgents, Collateral Agent, the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the such Administrative Agent and Agent, Lender or such Issuing Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Multi-Currency Administrative Agent or the New Term Loan Administrative Agent, as applicable, pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative AgentAgents, the Lenders, the Issuing Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Administrative Agent Agents, the Lenders and the Issuing Lenders hereby authorizes and directs the Collateral Agent (without any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreement.

Concerning the Collateral and the Security Documents. (a) Each Lender authorizes and directs DBTCA to act as Collateral Agent and to enter into the Security Documents relating to the Collateral for the benefit of the Lenders. Each Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders (or, where required by the express terms of this Agreementterms, hereof, a greater different proportion of the Lenders) in accordance with the provisions of this Agreement hereof or of the other Security Documents or Loan Documents, and the exercise by the Administrative Agent, the Collateral Agent or the Required Lenders (or, where so required, such different proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent or the Collateral Agent Agent, as the case may be, shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, Documents relating to the Collateral; (ii) execute and deliver each Security Document relating to the Collateral and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, ; (iii) act as collateral agent the Collateral Agent for the Lenders and the other Secured Parties for purposes of stated therein to the perfection of all security interests and Liens created by extent such agreements and all other purposes stated therein; action is provided for under the Security Documents, provided, however, that the Collateral Administrative Agent hereby herein appoints, authorizes and directs the Administrative Agent and each Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, Agent and the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts Company's and its Subsidiaries' respective deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and such Lender, ; (iv) manage, supervise and otherwise deal with the Collateral, ; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens liens created or purported to be created by the Security Documents Documents; and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Security Document or Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, Agent or the Lenders and the other Secured Parties with respect to the Collateral under the Loan Security Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent and the Lenders hereby direct the Administrative Agent and the Collateral Agent, as the case may be, to release, in accordance with the terms hereof, any Lien held by the Administrative Agent or the Collateral Agent, as the case may be, under the Security Documents; provided, however, that (y) the Administrative Agent or the Collateral Agent, as the case may be shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon all interests retained by the Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall, to the extent set forth in the Credit Documents, continue to constitute part of the Collateral. Each of the Lenders hereby directs the Administrative Agent and/or the Collateral Agent, as the case may be, to execute and deliver or file such termination and partial release statements and such other things as are necessary to release Liens to be released pursuant to this Section 9.10 promptly upon the effectiveness of any such release or enter into intercreditor agreements contemplated or permitted herein. (c) Neither the Administrative Agent nor the Collateral Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by the Company or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Liens granted to the Administrative Agent or the Collateral Agent herein or pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Collateral Agent in any of the Loan Documents or the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, each of the Administrative Agent and the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent's and/or the Collateral Agent's, as the case may be, own interests in the Collateral as one of the Lenders hereby authorizes and directs that neither the Administrative Agent nor the Collateral Agent shall have any duty or liability whatsoever to any Lender, except as expressly provided herein. (without any further notice or consentd) to, promptly release or subordinate any Lien as set forth in Section 9 Each Lender hereby (i) instructs the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement and (ii) authorizes the Administrative Agent and the Collateral Agent to enter into amendments and restatements of the Intercreditor Agreement and the Security Documents to the extent permitted by the Intercreditor Agreement, the Loan Documents and the Security Documents.

Concerning the Collateral and the Security Documents. (a) Each Lender authorizes and directs DBTCA to act as Collateral Agent and to enter into the Security Documents relating to the Collateral for the benefit of the Lenders and the other secured parties. Each Lender agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders (or, where required by the express terms of this Agreementterms, hereof, a greater different proportion of the Lenders) in accordance with the provisions of this Agreement hereof or of the other Loan Documents or Security Documents, and the exercise by the Administrative Agent, the Collateral Agent or the Required Lenders (or, where so required, such different proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent or the Collateral Agent Agent, as the case may be, shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, Documents relating to the Collateral; (ii) execute and deliver each Security Document relating to the Collateral and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, ; (iii) act as collateral agent the Collateral Agent for the Lenders and the other Secured Parties for purposes of stated therein to the perfection of all security interests and Liens created by extent such agreements and all other purposes stated therein; action is provided for under the Security Documents, provided, however, that the Collateral Administrative Agent hereby herein appoints, authorizes and directs the Administrative Agent and each Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, Agent and the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts Company's and its Subsidiaries' respective deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and such Lender, ; (iv) manage, supervise and otherwise deal with the Collateral, ; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens liens created or purported to be created by the Security Documents Documents; and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Security Document or Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, Agent or the Lenders and the other Secured Parties with respect to the Collateral under the Loan Security Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent and the Lenders hereby direct the Administrative Agent and the Collateral Agent, as the case may be, to release, in accordance with the terms hereof, any Lien held by the Administrative Agent or the Collateral Agent, as the case may be, under the Security Documents; provided, however, that (y) the Administrative Agent or the Collateral Agent, as the case may be shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon all interests retained by the Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall, to the extent set forth in the Loan Documents and the Security Documents, continue to constitute part of the Collateral. Each of the Lenders hereby directs the Administrative Agent and/or the Collateral Agent, as the case may be, to execute and deliver or file such termination and partial release statements and such other things as are necessary to release Liens to be released pursuant to this Section 9.10 promptly upon the effectiveness of any such release or enter into intercreditor agreements contemplated or permitted herein. (c) Neither the Administrative Agent nor the Collateral Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by the Company or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Liens granted to the Administrative Agent or the Collateral Agent herein or pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Collateral Agent in any of the Loan Documents or the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, each of the Administrative Agent and the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent's and/or the Collateral Agent's, as the case may be, own interests in the Collateral as one of the Lenders hereby authorizes and directs that neither the Administrative Agent nor the Collateral Agent shall have any duty or liability whatsoever to any Lender, except as expressly provided herein. Each Lender hereby instructs the Administrative Agent and the Collateral Agent to enter into the Security Agreement and the Intercreditor Agreement and such amendments or modifications thereto and to the other Security Documents consistent herewith and as the Administrative Agent or the Collateral Agent reasonably determines to be necessary to subordinate (without i) the Liens granted by the Company and the Restricted Subsidiaries in the Revolving Collateral in favor of the Administrative Agent and Lenders to secure the Obligations to the Liens granted pursuant to the Revolving Credit Facility and (ii) the Liens granted by the Company and the Restricted Subsidiaries in the First Lien Collateral in favor of the Administrative Agent and Lenders to secure the Obligations to the Liens granted pursuant to the First Lien Credit Facility. Each Lender agrees that, notwithstanding the time, order or method of attachment or perfection of Liens granted in favor of the Collateral Agent, the Revolving Collateral Agent or the First Lien Collateral Agent, to secure the Obligations, the Obligations (as defined in the Revolving Credit Facility) or the Obligations (as defined in the First Lien Credit Facility) or the filing or recording of financing statements or other Security Documents and/or Security Documents (as defined in the Revolving Credit Facility and the First Lien Credit Facility); the validity or enforceability of the security interests and Liens granted in favor of the Collateral Agent, the Revolving Collateral Agent or the First Lien Collateral Agent; any further notice provisions of the UCC or consent) toany applicable law or decision, promptly release or subordinate any Lien as provision set forth in Section 9 any Security Document and/or any Security Document (as defined in the Revolving Credit Facility, and the First Lien Credit Facility) or the possession or control by the Collateral Agent, the Revolving Collateral Agent or the First Lien Collateral Agent of all or any part of any Collateral as of the Intercreditor Agreement.date hereof or otherwise, (i) the Liens granted under the Security Documents (as defined in the Revolving Credit Facility) in the Revolving Collateral shall be a first and prior security interest for all purposes and the Liens granted under the Security Documents in the Revolving Collateral to secure the Obligations shall be second and subordinated to the liens granted under the Security Documents (as defined in the Revolving Credit Facility) and (ii) the Liens granted under the Security Documents (as defined in the First Lien Credit Facility) in the First Lien Collateral shall be a first and priority security interest for all purposes and the Liens granted under the Security Documents in the First Lien Collateral to secure the Obligations shall be second and subordinated to the Liens granted under the Security Documents (as defined in the First Lien Credit Facility). Each Lender agrees that it shall not challenge or question in any proceeding the validity or enforceability of this Section 9.10(c) or any corresponding provisions with respect to lien subordination in the Security Documents or the

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Applicable Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Applicable Agent or the Required Lenders (or, where so required, such greater proportion of the Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, (i) the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, Documents and (ii) the Collateral Agent shall have the sole and exclusive right and authority (x) to execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, Loan Party (iiiy) and to act as collateral agent for the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes authorizes, and directs the Administrative Agent and each Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, Agent and the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents cash equivalents held by, the Administrative Agent and such Lender, (iv) manage, supervise supervise, and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents Documents, and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders Lenders, and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Agents, and each Secured Party hereby agree that (i) no Secured Party (other than the Administrative Agent) shall have any right individually to realize upon any of the Collateral under the Collateral Agreement or to enforce any Guarantee under the Guarantee Agreement, it being understood and agreed that all powers, rights, and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights, and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders hereby authorizes in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and directs making settlement or payment of the purchase price for all or any portion of the Collateral Agent (without sold at any further notice such sale or consent) todisposition, promptly release or subordinate to use and apply any Lien as set forth in Section 9 of the Intercreditor AgreementObligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale or other disposition.

Concerning the Collateral and the Security Documents. (a) Each Lender and each Issuing Bank agrees that any action taken by the Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of the powers set forth herein or therein(or, together with where so required, such other powers as are reasonably incidental thereto, shall be authorized and binding upon all greater proportion of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent ) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the Issuing Banks. Each Lender and each Issuing Bank agrees that any action taken by the Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, the Issuing Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection with the Collateral and with the Security Collateral Documents, (ii) execute and deliver each Security Collateral Document and accept delivery of each such agreement delivered by RevlonHoldings, the Company Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent each Lender and each Lender Issuing Bank to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and LenderAgent, such Lender or such Issuing Bank, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent or the Collateral Trustee, as applicable, pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders Lenders, the Issuing Banks and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Administrative Agent and the Lenders hereby authorizes and directs the Collateral Agent (without any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreement.

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Applicable Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Applicable Agent or the Required Lenders (or, where so required, such greater proportion of the Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by , the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, Issuing Banks and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, (i) the Administrative Agent shall have the sole and exclusive right and authority to act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection herewith and with the Security Documents and (ii) the Collateral Agent shall have the sole and exclusive right and authority (xA) to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, Loan Party (iiiyB) and to act as collateral agent for the Lenders Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender and Issuing Bank to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders Issuing Banks and the other Secured Parties Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents cash equivalents held by, the Administrative Agent and Lendersuch Lender or such Issuing Bank, (ivivC) manage, supervise and otherwise deal with the Collateral, (vvD) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents Documents, and (viviE) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders Lenders, the Issuing Banks and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party (other than the Administrative Agent or the Collateral Agent, as applicable) shall have any right individually to realize upon any of the Collateral under the Collateral Agreement or to enforce any Guarantee under the Guarantee Agreement, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent or the Collateral Agent, as applicable, on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent or the Collateral Agent, as applicable (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent or the Collateral Agent, as applicable, as agent for and representative of Secured Parties (but not any Lender or Lenders hereby authorizes in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and directs making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent or the Collateral Agent, as applicable, at such sale or other disposition. (c) Neither the Collateral Agent nor any of its directors, officers, employees or agents (without a) shall be responsible for or liable to the Lenders for any further notice failure to monitor or consent) to, promptly release or subordinate maintain any Lien as set forth in Section 9 portion of the Intercreditor AgreementCollateral or lien thereon, or perfection thereof, or any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or (b) shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Loan Party or otherwise, except with respect to actions that Collateral Agent is directed in writing to take by the Required Lenders. If any Loan Party fails to perform any agreement contained herein or in any other Loan Document, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Loan Party under Section 9.03. The Collateral Agent’s sole duty with respect to the custody, safekeeping or physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise shall be to deal with in the same manner as the Collateral Agent deals with similar property for its own account (which shall in no event be less than commercially reasonable custody, safekeeping and physical preservation) and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any Collateral by reason of the act or omission of any agent selected by the Collateral Agent in good faith. The Collateral Agent will have no additional duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral.

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Administrative Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of the powers set forth herein or therein(or, together with where so required, such other powers as are reasonably incidental thereto, shall be authorized and binding upon all greater proportion of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent ) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its SubsidiariesLoan Party, (iii) act as collateral agent for the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Administrative Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, Agent and the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and such Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent for the benefit of the Lenders against any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, and all other Obligations that the Administrative Agent has been notified in writing are then due and payable; (ii) [reserved]; and (iii) any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement) and the Intercreditor Agreement (unless such sale is made to another Loan Party). (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee under the Guarantee and Collateral Agreement, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, 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 sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale or other disposition. (d) Each of the Lenders hereby authorizes and directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 8.11 promptly upon the effectiveness of any such release. (e) Each of the Lenders hereby consents to the release of any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agent Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. (without any further notice or consentf) toWithout limiting the generality of the foregoing, promptly release or subordinate any Lien as set forth in Section 9 each Lender acknowledges that it has received a copy of the Intercreditor Agreement, consents to and authorizes the Administrative Agent’s execution and delivery thereof on behalf of such Lender and agrees to be bound by the terms and provisions thereof, including the purchase option contained therein. Each Lender hereby authorizes the Administrative Agent to enter into any intercreditor arrangement and any subordination arrangement with respect to any Indebtedness permitted hereunder that requires or contemplates such an arrangement on behalf such Lender.

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Administrative Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion of the Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by , the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, L/C Issuers and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its SubsidiariesLoan Party, (iii) act as collateral agent for the Lenders Lenders, the L/C Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Administrative Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender and L/C Issuer to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the L/C Issuers and the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and Lendersuch Lender or such L/C Issuer, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders Lenders, the L/C Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders and the L/C Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent for the benefit of the Lenders and the L/C Issuers against any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, all Unreimbursed Amounts and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent L/C Obligations, with respect to which Cash Collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers); (ii) any assets that are subject to a Lien permitted by Section 6.02(m); and (iii) any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement) and the Intercreditor Agreement (unless such sale is made to another Loan Party). (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee under the Guarantee and Collateral Agreement, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, 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 sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale or other disposition. (d) Each of the Lenders and the L/C Issuers hereby authorizes and directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 8.11 promptly upon the effectiveness of any such release. (e) Each of the Lenders and the L/C Issuers hereby consents to the release of any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agent Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. (without any further notice or consentf) toWithout limiting the generality of the foregoing, promptly release or subordinate any Lien as set forth in Section 9 each Lender acknowledges that it has received a copy of the Intercreditor Agreement, consents to and authorizes the Administrative Agent’s execution and delivery thereof on behalf of such Lender and agrees to be bound by the terms and provisions thereof, including the purchase option contained therein. Each Lender and L/C Issuer hereby authorizes the Administrative Agent to enter into any intercreditor arrangement and any subordination arrangement with respect to any Indebtedness permitted hereunder that requires or contemplates such an arrangement on behalf such Lender or L/C Issuer.

Concerning the Collateral and the Security Documents. (a) Each Lender and each Issuing Lender agrees that any action taken by the Administrative Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by , the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Issuing Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, provided that the Collateral Administrative Agent hereby appoints, authorizes and directs the Administrative Agent each Lender and each Issuing Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders and the other Secured Parties Issuing Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and such Lender or such Issuing Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative AgentAgents, the Lenders, the Issuing Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders and the Issuing Lenders hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent for the benefit of the Lenders and the Issuing Lenders against any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent L/C Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuing Lender); (ii) any assets that are subject to a Lien permitted by Section 7.3(f) or (g); and (iii) any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement). Each of the Lenders and the Issuing Lenders hereby authorizes and directs the Collateral Administrative Agent (without to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.8 promptly upon the effectiveness of any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreementsuch release.

Concerning the Collateral and the Security Documents. (a) Each Lender Holder agrees that any action taken by the Collateral Agent or the Required Lenders Requisite Holders (or, where required by the express terms of this Agreement, a greater proportion of the LendersHolders) in accordance with the provisions of this Agreement or of the other Loan Note Documents, and the exercise by the Administrative Collateral Agent or the Required Lenders Requisite Holders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured PartiesHolders. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (ia) act as the disbursing and collecting agent for the Lenders Holders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security other Note Documents, ; (iib) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, Obligor; (iiic) act as collateral agent for the Lenders and the other Secured Parties Holders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; , provided, however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender Holder to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders Agent and the other Secured Parties Holders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and Lender, ; (ivd) manage, supervise and otherwise deal with the Collateral, ; (ve) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents Documents; and (vif) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Note Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders Collateral Agent and the other Secured Parties Holders with respect to the Collateral under the Loan Note Documents relating thereto, applicable law or otherwise. (b) Each of the Administrative Agent and the Lenders hereby authorizes and directs the Collateral Agent (without any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreement.

Concerning the Collateral and the Security Documents. (a) Each Multi-Currency Lender and each Issuing Lender agrees that any action taken by the Multi-Currency Administrative Agent or the Required Multi-Currency Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Multi-Currency Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Multi-Currency Administrative Agent or the Required Multi-Currency Lenders (or, where so required, such greater proportion of the Multi-Currency Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Multi-Currency Lenders and the Issuing Lenders. Each Term Loan Lender agrees that any action taken by the Term Loan Administrative Agent or the Required Term Loan Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Term Loan Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Term Loan Administrative Agent or the Required Term Loan Lenders (or, where so required, such greater proportion of the Term Loan Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Term Loan Lenders. Each Lender and each Issuing Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, the Issuing Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Lenders with respect to all payments and collections arising in connection with the Collateral and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the each Administrative Agent Agent, Lender and each Issuing Lender to act as collateral sub-agent for the Administrative AgentAgents, Collateral Agent, the Lenders, the Issuing Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the such Administrative Agent and Agent, Lender or such Issuing Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the applicable Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative AgentAgents, the Lenders, the Issuing Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Administrative Agent Agents, the Lenders and the Issuing Lenders hereby authorizes and directs the Collateral Agent (without any further notice or consent) to, promptly release or subordinate any Lien as set forth in Section 9 of the Intercreditor Agreement.

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Applicable Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Applicable Agent or the Required Lenders (or, where so required, such greater proportion of the Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by , the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, Issuing Banks and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, (i) the Administrative Agent shall have the sole and exclusive right and authority to act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection herewith and with the Security Documents and (ii) the Collateral Agent shall have the sole and exclusive right and authority (x) to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, Loan Party (iiiy) and to act as collateral agent for the Lenders Lenders, the Issuing Banks and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender and Issuing Bank to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders Issuing Banks and the other Secured Parties Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents cash equivalents held by, the Administrative Agent and Lendersuch Lender or such Issuing Bank, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders Lenders, the Issuing Banks and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party (other than the Administrative Agent) shall have any right individually to realize upon any of the Collateral under the Collateral Agreement or to enforce any Guarantee under the Guarantee Agreement, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders hereby authorizes in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and directs making settlement or payment of the purchase price for all or any portion of the Collateral Agent (without sold at any further notice such sale or consent) todisposition, promptly release or subordinate to use and apply any Lien as set forth in Section 9 of the Intercreditor AgreementObligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale or other disposition.

Concerning the Collateral and the Security Documents. (a) Each Lender Noteholder by its acceptance of its Note(s) authorizes and directs The Bank of New York to act as Collateral Agent and to enter into the Security Documents relating to the Collateral for the benefit of the Noteholders and the other secured parties. Each Noteholder by its acceptance of its Notes agrees that any action taken by the Collateral Agent or the Required Lenders Noteholders (or, where required by the express terms of this Agreementterms, hereof, a greater different proportion of the LendersNoteholders) in accordance with the provisions of this Agreement hereof or of the other Loan Basic Documents or Security Documents, and the exercise by the Administrative Collateral Agent or the Required Lenders Noteholders (or, where so required, such different proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured PartiesNoteholders. Without limiting the generality of the foregoing, the Collateral Agent Agent, shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders Noteholders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, Documents relating to the Collateral; (ii) execute and deliver each Security Document relating to the Collateral and accept delivery of each such agreement delivered by Revlon, the Company or any of its Subsidiaries, ; (iii) act as collateral agent the Collateral Agent for the Lenders and the other Secured Parties Noteholders for purposes of stated therein to the perfection of all security interests and Liens created by extent such agreements and all other purposes stated therein; action is provided for under the Security Documents, provided, however, that the Collateral Agent hereby herein appoints, authorizes and directs the Administrative Agent and each Lender Noteholder to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders Agent and the other Secured Parties Noteholders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts Company's and its Subsidiaries' respective deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and Lender, such Noteholder; (iv) manage, supervise and otherwise deal with the Collateral, ; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens liens created or purported to be created by the Security Documents Documents; and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Security Document or Basic Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, Collateral Agent or the Lenders and the other Secured Parties Noteholders with respect to the Collateral under the Loan Security Documents relating thereto, applicable law or otherwise. (b) The Noteholders by their acceptance of their Notes direct the Collateral Agent to release, upon transfer of Collateral permitted by, or otherwise in accordance with, the terms hereof, any Lien held by the Collateral Agent under the Security Documents; provided, however, that (y) the Collateral Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon all interests retained by the Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall, to the extent set forth in the Basic Documents and the Security Documents, continue to constitute part of the Collateral. Each of the Administrative Agent and the Lenders hereby authorizes and Noteholders by their acceptance of their Notes directs the Collateral Agent to (without i)execute and deliver or file or cause to be delivered or filed such termination and partial release statements and such other things as are necessary to release Liens to be released pursuant to this Section 16.10 promptly upon the effectiveness of any further notice such release and (ii) enter into the Intercreditor Agreement, other Security Documents and other agreements contemplated or consentpermitted herein. (c) toThe Collateral Agent shall not have any obligation whatsoever to any Noteholder or to any other Person to assure that the Collateral exists or is owned by the Company or any of its Subsidiaries or is cared for, promptly release protected or insured or has been encumbered or that the Liens granted to the Collateral Agent herein or pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in any of the Basic Documents or the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interests in the Collateral as one of the Noteholders and that neither shall the Collateral Agent shall have any duty or liability whatsoever to any Noteholder, except as expressly provided herein. Each Noteholder by its acceptance of its Notes instructs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and such amendments or modifications thereto consistent herewith and as the Collateral Agent or the Required Noteholders reasonably determine to be necessary to subordinate any the Liens granted by the Company and the Restricted Subsidiaries in the Collateral in favor of the Collateral Agent and the Noteholders to the Liens granted pursuant to the First Lien as set forth in Section 9 Credit Facility to secure the First Lien Obligations. (d) Each Noteholder by its acceptance of its Notes hereby (i) instructs the Collateral Agent to enter into the Intercreditor Agreement and (ii) authorizes the Collateral Agent to enter into amendments and restatements of the Intercreditor AgreementAgreement and the Security Documents to the extent permitted by the Intercreditor Agreement and the Basic Documents.

Concerning the Collateral and the Security Documents. (a) Each Lender agrees that any action taken by the Administrative Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of the powers set forth herein or therein(or, together with where so required, such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Lender agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral herewith and with the Security Documents, (ii) execute and deliver each Security Document and accept delivery of each such agreement delivered by Revlon, the Company or any of its SubsidiariesGroup Member, (iii) act as collateral agent for the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; , provided, however, that the Collateral Administrative Agent hereby appoints, authorizes and directs the Administrative Agent and each Lender to act as collateral sub-agent for the Administrative Agent, Collateral Agent, the Lenders and the other Secured Parties for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Accounts deposit accounts maintained by a Loan Party with, and cash and Cash Equivalents held by, the Administrative Agent and such Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, upon receipt of instructions from the Administrative Agent pursuant to the Intercreditor Agreement, exercise all remedies given to the Administrative Agent, the Lenders and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent for the benefit of the Lenders against any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Term Commitments and payment and satisfaction in full of all Term Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable; (ii) any assets that are subject to a Lien permitted by Section 6.02(d); and (iii) any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement). (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) subject to Section 9.08 hereof and Section 8.6 of the Guarantee and Collateral Agreement, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee under the Guarantee and Collateral Agreement, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, 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 sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale or other disposition. (d) Each of the Lenders hereby authorizes and directs the Collateral Administrative Agent (without any further notice to execute and deliver or consent) to, promptly file such termination and partial release or subordinate any Lien statements and do such other things as set forth in are necessary to release Liens to be released pursuant to this Section 9 8.11 and Section 8.14 of the Intercreditor AgreementGuarantee and Collateral Agreement promptly upon the effectiveness of any such release. (e) Each of the Lenders hereby consents to the release of any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.