Common use of Collateral Agreements Clause in Contracts

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder.

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder.

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, interest on the Senior Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Senior Notes and the Note Guarantees and performance of all other obligations of the Company and the Subsidiary Guarantors to the Holders, Holders of Senior Notes or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Note Subsidiary Guarantees and the Collateral Related Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral AgreementsAgreements which the Company and certain Subsidiaries have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Collateral Agent agrees that it will not consent to any action or proposed action under any of the Related Agreements (except with respect to the release of the Remaining Interest as provided in Section 12.03) without obtaining the prior consent of the Holders or Beneficial Holders of a majority of the principal amount of the then outstanding Senior Notes. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for security interest in the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated herebyCollateral, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Senior Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company and the Subsidiary Guarantors shall take, or and the Company shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Guaranteed Obligations of the Company and the Subsidiary Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral AgentHolders of Senior Notes, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder.

Collateral Agreements. (ai) The due At such time as the Phase I Credit Agreement has been paid in full, the Company shall cause each Phase I Subsidiary to (A) become a Subsidiary Note Party and punctual payment execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the principal of and interest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest Holders a perfected first priority (subject to Liens to the extent permitted by law), if any, on the Notes Guarantee and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided Agreement) security interest in the Collateral Agreements. Each Holderdescribed in the Guarantee and Collateral Agreement with respect to such Phase I Subsidiary, by its acceptance thereof, consents and agrees to including the terms filing of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be Uniform Commercial Code financing statements in effect or may be amended from time to time in accordance with their terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or jurisdictions as may be required by the provisions of any Guarantee and Collateral Agreement, to assure and confirm to the Trustee and Agreement or by law or as may be reasonably requested by the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, C) if requested by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required deliver to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may beAgent, for the benefit of the Collateral AgentHolders legal opinions relating to the matters described above, the Trustee which opinions shall be in form and the Holders substance, and other Indebtedness subject from counsel, reasonably satisfactory to the Collateral Agreements superior Agent. (ii) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party and prior execute and deliver a joinder to the rights of all third Persons Guarantee and Collateral Agreement in the form attached thereto as Annex I, (other than holders of Permitted Senior LiensB) and subject take such actions necessary or advisable to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that grant to the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant Holders a perfected first priority (subject to Liens to the terms of extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral Agreements described in the Guarantee and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) Collateral Agreement with respect to Access DM, including the Collateral now existing or hereafter created meeting the requirements filing of applicable law in such manner and Uniform Commercial Code financing statements in such jurisdictions as are necessary to perfect, may be required by the Guarantee and maintain Collateral Agreement or by law or as may be reasonably requested by the perfection of, the Note Liens, Collateral Agent and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and (C) if requested by the Collateral Agent, promptly. Neither the Trustee nor deliver to the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired PropertyAgent, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i). (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the TrusteeCollateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and that the Lien of from counsel, reasonably satisfactory to the Collateral Agreements Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect of the Trustee, to which the Collateral Agent and the Holders is subject to and qualified and limited in all respects by has entered into an agreement providing the Collateral Agreements Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement), in form and substance reasonably satisfactory to the Intercreditor Agreement and actions that may be taken thereunderCollateral Agent.

Collateral Agreements. (a) The Prior to the effective time of the Merger, the due and punctual payment of the principal of and interestinterest and Liquidated Damages, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements[_______________] Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor [_______________] Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements [_______________] Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreementsthe [_______________] Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreementthe [_______________] Agreement , to assure and confirm to the Trustee and the Collateral Agent that the security interest in the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements the [_______________] Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements [_______________] Agreement to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee Holders of Notes and the Holders and other Indebtedness subject to lenders under the Collateral Agreements Credit Agreement, superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens (other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions "PERMITTED LIENS" as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth defined in the Collateral Agreements and the Intercreditor Credit Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder).

Collateral Agreements. (a) The due and punctual payment of the principal of and interestinterest and Additional Interest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations Obligations of the Company and the Guarantors to the Holders, Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees Notes and the Collateral AgreementsGuaranties, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral AgreementsAgreements which the Company and the Guarantors have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of each of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and authorizes and directs each of the Collateral Agent (and the Trustee, as in the case may be, of the Intercreditor Agreement) to enter into the Collateral Agreements and the Intercreditor Agreement and, in each case, to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral Agreements, and shall will do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the security interest in the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees Guaranties secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral AgentHolders of Notes, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder.

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, interest on the Senior Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Senior Notes and the Note Guarantees and performance of all other obligations of the Company Publishing and the Guarantors to the Holders, Holders of Senior Notes or the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees Indenture and the Collateral AgreementsSenior Notes and the Guarantee, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral AgreementsAgreement which Publishing and the Trustee have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors Publishing shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral AgreementsAgreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for security interest in the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated herebyCollateral, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Senior Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company Publishing and Parent shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors Publishing hereunder, a valid and enforceable perfected first priority Lien in and on all the First Lien Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral AgentHolders of Senior Notes, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than than, to the extent permitted by the Security Agreement, Permitted Liens. The Company Liens and a valid and enforceable perfected second priority Lien in and on all the Guarantors hereby agree that Second Lien Collateral, in favor of the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms Holders of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired PropertySenior Notes, subject to no other Liens than the Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder.

Collateral Agreements. (a) The due and punctual payment of the principal of and interestof, premium, if any, Loan Fees, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, Loan Fees, and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or under this Indenture and the Notes, and any Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the such Collateral Agreements. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, Trustee to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the each Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the respective Collateral Agent that the security interest in and Lien on the Collateral Agent holds, for to the benefit extent held pursuant to each of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured herebyNotes, according to the intent and purposes herein expressed. The Subject to Section 10.02(c), the Company shall take, or shall cause its Restricted Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations obligations of the Company and Company, subject to the Guarantors hereunderIntercreditor Agreement, a valid and enforceable perfected first priority Lien in and on all the Second Lien Collateral and Third Lien Collateral, in favor of the applicable Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that subject to no other Liens other than, to the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent extent permitted by this Indenture and the Holders is subject to and qualified and limited in all respects by the applicable Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunderAgreements, Collateral Permitted Liens.

Collateral Agreements. (a) The due and punctual payment of the principal of and interestof, premium, if any, Loan Fees, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, Loan Fees, and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or under this Indenture and the Notes, and any Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the such Collateral Agreements. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, Trustee to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the each Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the respective Collateral Agent that the security interest in and Lien on the Collateral Agent holds, for to the benefit extent held pursuant to each of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured herebyNotes, according to the intent and purposes herein expressed. The Subject to Section 10.02(c), the Company shall take, or shall cause its Restricted Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations obligations of the Company and Company, subject to the Guarantors hereunderIntercreditor Agreement, (i) a valid and enforceable perfected first priority Lien in and on all the Collateral, First Lien Collateral in favor of the applicable Collateral Agent for the benefit of the Holders, such Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) persons and subject to no other Liens other than than, to the extent permitted by the applicable Collateral Agreements, Collateral Permitted Liens. The Company , and (ii) a valid and enforceable perfected Lien in and on all the Guarantors hereby agree that Second Lien Collateral in favor of the applicable Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that subject to no other Liens other than, to the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent extent permitted by this Indenture and the Holders is subject to and qualified and limited in all respects by the applicable Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunderAgreements, Collateral Permitted Liens.

Collateral Agreements. (a) The due and punctual payment of the principal of and interestof, premium, if any, and interest on the Senior Notes and (including the Note Guarantees Additional Senior Notes) when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest (to the extent permitted by law), if any, on the Senior Notes and the Note Guarantees and performance of all other obligations of the Company Publishing and the Guarantors to the HoldersHolders of Senior Notes, the Trustee or under this Indenture and the Senior Notes and the Guarantee, and the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each HolderHolder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Intercreditor Agreement and the other Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs each of the Collateral Agent and the Trustee, as the case may beCollateral Agent, to enter into the Intercreditor Agreement and the other Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Publishing and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for security interest in and Lien on the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated herebyCollateral, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured herebySenior Notes, according to the intent and purposes herein expressed. The Company Publishing and Parent shall take, or shall cause its their respective Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations obligations of the Company Publishing and the Guarantors hereunder, , (i) a valid and enforceable perfected first priority Lien in and on all the Collateral, First Lien Collateral in favor of the Collateral Agent for the benefit of the Holders of Senior Notes, the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) persons and subject to no other Liens other than than, to the extent permitted by the Security Agreement, Permitted Liens. The Company , and (ii) a valid and enforceable perfected Lien in and on all the Guarantors hereby agree that Second Lien Collateral, in favor of the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms Holders of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the HoldersSenior Notes, the Collateral Agent and the Trustee, and that subject to no other Liens other than, to the extent permitted by the Security Agreement, Permitted Liens (which, in the case of Second Lien Collateral, include Permitted Liens under clause (xii) of the Collateral Agreements in respect definition thereof). Publishing and the Guarantors shall cause all assets and property of any kind or character (whether real, personal or mixed, tangible or intangible, now owned or existing or hereafter acquired or arising) of Publishing and each Guarantor to constitute Collateral, subject only to Section 2.1(d) of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunderSecurity Agreement.

Collateral Agreements. (a) The due During the Term, Subtenant shall have the right and punctual payment obligation to enter into agreements and service contracts on behalf of the principal of and interest, if any, on Facility which are necessary or reasonably required in connection with the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations operation of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by Subleased Property for its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (Primary Intended Use including, without limitation, the provisions providing for foreclosure membership agreements. Subtenant (or its affiliate) has also entered into various agreements and release service contacts in connection with its operation of the Collateral) Facility prior to the Commencement Date. All such agreements and service contracts, whether entered into prior to or during the Term and whether entered into by Subtenant or by Palm▇▇ ▇▇▇agement (as defined in Article 30 below), are hereinafter collectively referred to as the same may be in effect or may be amended from time "Collateral Agreements." For good and valuable consideration, the receipt of which is hereby acknowledged, and subject to time in accordance with their the terms and authorizes conditions hereinafter set forth, Subtenant and directs each Palm▇▇ ▇▇▇agement hereby assign to Sublandlord all of Subtenant's and Palm▇▇ ▇▇▇agement's right, title and interest in the Collateral Agent Agreements; provided, however, that Subtenant and Palm▇▇ ▇▇▇agement shall continue to have all rights under said Collateral Agreements at all times during the TrusteeTerm hereof when an Event of Default is not then existing hereunder (subject, however, to the terms set forth below relative to restrictions with respect to membership agreements). Upon the occurrence and during the continuance of an Event of Default (and in addition to any other rights and remedies available to Sublandlord), and upon the expiration or earlier termination of this Sublease, Sublandlord shall have the right, but not the obligation, by itself or by a designee, to take the place of Subtenant or Palm▇▇ ▇▇▇agement, as the case may be, under any or all of the Collateral Agreements, to enter into proceed to perform any and all obligations of the owner or operator contained in any such Collateral Agreements and exercise any and all rights of the owner or operator therein contained as fully as the Subtenant or Palm▇▇ ▇▇▇agement itself could, and to take possession of all documents reasonably required by Sublandlord to exercise its rights and perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to under the Collateral Agent pursuant Agreements. Subtenant and Palm▇▇ ▇▇▇agement each hereby appoints Sublandlord its attorney-in-fact to any Collateral Agreements, take such action and shall do or cause to be done all execute such acts and things documents as may be are necessary or proper, deemed appropriate by Sublandlord to effectuate the transfer of Subtenant's or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the TrusteePalm▇▇ ▇▇▇agement's, as the case may be, for the benefit of the Collateral Agentright, the Trustee title and the Holders and other Indebtedness subject to the interest in those Collateral Agreements superior to which Sublandlord designates for such transfer. This power of attorney granted hereby shall be irrevocable and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) coupled with an interest. Subtenant and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree Palm▇▇ ▇▇▇agement each acknowledges that the Collateral Agent shall hold the Collateral in trust for the benefit foregoing assignment of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements described above is an integral part of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder.Sublandlord's consideration for

Collateral Agreements. (a) The due During the Term, Tenant shall have the right and punctual payment obligation to enter into agreements and service contracts on behalf of the principal of and interest, if any, on Facility which are necessary or reasonably required in connection with the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations operation of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by Leased Property for its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (Primary Intended Use including, without limitation, the provisions providing for foreclosure membership agreements. Tenant (or its affiliate) has also entered into various agreements and release service contacts in connection with its operation of the Collateral) Facility prior to the Commencement Date. All such agreements and service contracts, whether entered into prior to or during the Term and whether entered into by Tenant or by Palm▇▇ ▇▇▇agement (as defined in Article 30 below), are hereinafter collectively referred to as the same may be in effect or may be amended from time "Collateral Agreements." For good and valuable consideration, the receipt of which is hereby acknowledged, and subject to time in accordance with their the terms and authorizes conditions hereinafter set forth, Tenant and directs each Palm▇▇ ▇▇▇agement hereby assign to Landlord all of Tenant's and Palm▇▇ ▇▇▇agement's right, title and interest in the Collateral Agent Agreements; provided, however, that Tenant and Palm▇▇ ▇▇▇agement shall continue to have all rights under said Collateral Agreements at all times during the TrusteeTerm hereof when an Event of Default is not then existing hereunder (subject, however, to the terms set forth below relative to restrictions with respect to membership agreements). Upon the occurrence and during the continuance of an Event of Default (and in addition to any other rights and remedies available to Landlord), and upon the expiration or earlier termination of this Lease, Landlord shall have the right, but not the obligation, by itself or by a designee, to take the place of Tenant or Palm▇▇ ▇▇▇agement, as the case may be, under any or all of the Collateral Agreements, to enter into proceed to perform any and all obligations of the owner or operator contained in any such Collateral Agreements and exercise any and all rights of the owner or operator therein contained as fully as the Tenant or Palm▇▇ ▇▇▇agement itself could, and to take possession of all documents reasonably required by Landlord to exercise its rights and perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to under the Collateral Agent pursuant Agreements. Tenant and Palm▇▇ ▇▇▇agement each hereby appoints Landlord its attorney-in-fact to any Collateral Agreements, take such action and shall do or cause to be done all execute such acts and things documents as may be are necessary or proper, deemed appropriate by Landlord to effectuate the transfer of Tenant's or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the TrusteePalm▇▇ ▇▇▇agement's, as the case may be, for the benefit of the Collateral Agentright, the Trustee title and the Holders and other Indebtedness subject to the interest in those Collateral Agreements superior to which Landlord designates for such transfer. This power of attorney granted hereby shall be irrevocable and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) coupled with an interest. Tenant and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree Palm▇▇ ▇▇▇agement each acknowledges that the Collateral Agent shall hold the Collateral in trust for the benefit foregoing assignment of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements described above is an integral part of Landlord's consideration for entering into this Lease and the Intercreditor Agreement. (b) The Company and the Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee that neither Tenant nor the Collateral Agent Palm▇▇ ▇▇▇agement shall be under entitled to any obligation whatsoever additional consideration relative to file such financing or continuation statements or to make any other filing under the UCC in connection therewith. (c) The Company assignment. Tenant and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and actions that may be taken thereunder.Palm▇▇ ▇▇▇agement hereby each

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, on the Notes Securities and the Note Subsidiary Guarantees when and as the same shall be due and payable, whether on an interest a payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Note Subsidiary Guarantees and performance of all other obligations of the Company and the Subsidiary Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the NotesSecurities, the Note Subsidiary Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by its acceptance thereofof any Securities, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may reasonably request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any Afterafter-Acquired acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes Securities and the Note Subsidiary Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries the Subsidiary Guarantors to take, including upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunderNote Obligations, a valid and enforceable perfected first priority Lien in and on all the Collateral, Collateral in favor of the Collateral Agent and the TrusteeAgent, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements Holders, such Lien being superior to and prior to the rights of all third Persons (other than holders of except Permitted Senior Liens) Liens and such Collateral shall be subject to no other Liens other than Permitted Liensthose permitted under Section 3.7. The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor AgreementAgreements. (b) The Company and the Subsidiary Guarantors agree to record and file, at its or their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Note Liens, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee and the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or statements, to make any other filing under the UCC in connection therewiththerewith or to monitor compliance by the Company and the Subsidiary Guarantors with this paragraph. The sole duty of the Trustee and the Collateral Agent with respect to this paragraph is to receive the annual Opinion of Counsel pursuant to Section 3.26. (c) The As more particularly set forth in the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall pledge as additional Collateral all After-Acquired Property, subject Property upon which First Lien Credit Facility Liens are granted to Permitted Liensthe First Lien Collateral Agent from time to time under the First Lien Credit Facility Security Documents. The Company and the Subsidiary Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a such Liens. The Company shall, and shall cause each Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent shall reasonably request to more fully or accurately describe the property included as Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each of its Restricted Subsidiaries to, at their sole cost and expense, execute, acknowledge and deliver all such security interest therein documents, certificates, notices and other documents and (subject to the provisions of the Intercreditor Agreement) take such other actions as shall be reasonably required, or result as the Collateral Agent shall reasonably request to create, perfect, protect, continue the perfection of, assure or enforce the Note Liens and benefits intended to be conferred, in such contract or After-Acquired Property being excluded from each case as contemplated by the CollateralSecurities, this Indenture and the Collateral Agreements for the benefit of the Holders. (d) The Trustee and each Holder, by accepting the Notes Securities and the Note Subsidiary Guarantees, acknowledges that, as more fully set forth in the Collateral Agreements and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of Liens granted under the Collateral Agreements in respect of the Trustee, the Collateral Agent and the Holders is are subject to and qualified and limited in all respects by the Collateral Agreements and the Intercreditor Agreement and the actions that may be taken thereunder.