Common use of Collateral Documents Clause in Contracts

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a result of a transaction not prohibited under this Agreement) cease to createfully perfected Lien on, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion all right, title and interest of the relevant Loan Parties in the Collateral purported to be covered therebydescribed therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 7.016.02), except (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent that any perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such perfection or priority is not required pursuant Pledged Collateral and, subject to Section 6.11 or 6.13 or Article XII or results from the failure 9-315 of the Collateral Agent UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under securities accounts included in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change (which, for the avoidance of name or jurisdiction of formation (solely doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower provides includes to itemize such Intellectual Property included as Collateral) in the Collateral appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent written notice thereof (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in accordance with all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Documents, and Parties after the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ordate hereof).

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 4.01 or Article XII 6.11 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited permitted under this AgreementSection 7.04 or 7.05) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien lien, with the priority required by the Collateral Document Documents (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Administrative Agent or the trustee under the Senior Notes Indenture Collateral Agent to maintain possession of Collateral certificates actually delivered to it and representing securities pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to permitted by the Equal Priority ABL Intercreditor Agreement, the Crossing First Lien Intercreditor Agreement, any other Customary (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. To the extent the representations and warranties contained in this Section 3.16 are made prior to the Collateral and Guarantee Release Date: (a) Subject to Sections 5.9 and 5.10, and the other limitations, exceptions and filing requirements otherwise set forth in this Agreement and the other Loan Documents, (i) Any the Collateral Document after delivery thereof pursuant Documents are effective to Section 4.01create in favor of the Administrative Agent, 6.11for the benefit of the Secured Parties, 6.13 or Article XII shall for any reason (other than pursuant legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the terms hereof or extent required thereby. (b) Subject to Sections 5.9 and 5.10, upon recording thereof including as a result of a transaction not prohibited under this Agreement) cease in the appropriate recording office, each Mortgage shall be effective to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to befavor of the Administrative Agent, a for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on Liens on, and security interest in any material portion in, all of the Collateral purported Loan Parties’ right, title and interest in and to be covered therebythe Mortgaged Properties thereunder, subject only to Liens permitted under Section 7.01the Loan Documents, except and when the Mortgages are filed in the offices specified on Schedule 5 to the extent that Perfection Certificate (or, in the case of any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from Mortgage executed and delivered after the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice date thereof in accordance with the provisions of Sections 5.9 and 5.10, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.9 and 5.10), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties, in each case prior and superior in right to any other Person, other than Liens permitted under the Loan Documents. (c) Notwithstanding anything herein (including this Section 3.16) or in any other Loan Document to the contrary, and neither Holdings, the Collateral Agent and the Lead Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except nor any other Loan Party makes any representation or warranty as to Collateral consisting (A) the effects of real property perfection or nonperfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Secured Parties with respect thereto, in each case under foreign law or (B) on the Fourth Restatement Effective Date and until required pursuant to Section 5.9 or 5.10, the pledge or creation of any security interest to the extent not required on the Fourth Restatement Effective Date (it being understood that such losses are covered by a lender’s title insurance policy representations and such insurer has not denied coveragewarranties, or (ii) to the extent set forth herein and in any of the Equity Interests of the Borrower ceasing other Loan Document, shall be deemed to be pledged made on the date required pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor AgreementSection 5.9 or 5.10 (or, if earlier, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation applicable date of Law; orcompliance with such provision)).

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, Section 6.11 or Section 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreementthe Loan Documents) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien Lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII the Guarantee and Security Principles, the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent or its agent, designee or bailee in accordance with the trustee under terms of the Senior Notes Indenture First Lien/Second Lien Intercreditor Agreement and/or any Customary Intercreditor Agreement to maintain possession or control of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower Representative provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower Representative have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower Borrowers ceasing to be pledged pursuant to the a Security Agreement (other than pursuant to the terms hereof, including as a result of a transaction not prohibited under the Loan Documents, or pursuant to the terms of any Collateral Document) free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orPermitted Liens;

Collateral Documents. (a) Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) Any Collateral Document after delivery thereof pursuant to Section 4.01upon termination of the Revolving Loan Commitments, 6.11, 6.13 or Article XII shall for any reason Term Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Required Lenders or all of the Lenders, a valid as applicable, and perfected lien with the priority required upon at least five Business Days' prior written request by the Collateral Document Borrower to the Administrative Agent, the Administrative Agent shall (or other security purported and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to be created on evidence the applicable Collateral) on and security interest in any material portion release of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except granted to the extent Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such perfection document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Secured Obligations or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. To the extent unremedied for a period of 10 Business Days (i) Any after any Responsible Officer of the U.S. Borrower obtains knowledge thereof (including upon notice thereof by the Agent to the U.S. Borrower) or reasonably should have known thereof, any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 5.11 or Article XII 5.12 or pursuant to the Collateral Documents shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited permitted under this AgreementSection 6.03 or 6.05, or as a result of the satisfaction in full of all the Obligations then due and owing (other than contingent indemnification obligations as to which no claim has been asserted)) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, create a valid and perfected lien lien, with the priority required by the Collateral Document Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.016.02, except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from (A) the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain no longer having possession of Collateral certificates actually delivered to it and representing securities pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to (B) a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for UCC filing such amendments) and having lapsed because continuation statements were not filed in a timely manner and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the U.S. Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to created by the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Security Agreement or any nonconsensual Liens arising solely by operation of Law; orlaw, in the case of clauses (i) and (ii), to the extent such Equity Interests or other Collateral have an aggregate fair market value in excess of $100,000,000.

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant Subject to Section 4.018.12(b), 6.11executed counterparts of all Collateral Documents, 6.13 or Article XII shall for any reason together with: (A) a Perfection Certificate from the Company and from each other than pursuant Credit Party, as applicable; (B) to the terms hereof extent not on file with the appropriate Governmental Authority, appropriate financing statements (Form UCC-1 or thereof including such other financing statements or similar notices as a result shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local Law of each jurisdiction in which the filing of a transaction not prohibited under this Agreement) cease to createfinancing statement or giving of notice may be required, or any Lien purported reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (C) copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any Collateral Document shall be asserted in writing by of the Company or any Loan other Credit Party not to be(under its present name and any previous name and, a valid and perfected lien with the priority required if requested by the Collateral Document Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in clause (ii)(B) above (regardless of whether or other security purported to be created not financing statements are then on the applicable Collateralfile) on and security interest or in any material portion other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral; (E) to the extent not previously delivered to the Collateral Agent, all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any such perfection required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and (F) evidence of the completion of all other filings and recordings of or priority is not required pursuant with respect to Section 6.11 or 6.13 or Article XII or results from the failure Collateral Documents and of all other actions as may be necessary or, in the opinion of the Collateral Agent or Agent, desirable to perfect the trustee under the Senior Notes Indenture security interests intended to maintain possession of Collateral actually delivered to it and pledged under be created by the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change (including receipt of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsduly executed payoff letters, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation UCC-3 termination statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy landlords’ and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orbailees’ waiver and consent agreements).

Collateral Documents. Without limiting the generality of clause (ia) Any of this Section 10.01, each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Document after delivery thereof pursuant Agent and Depositary to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by enter into any Collateral Document shall as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and agrees to be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required bound by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion terms of each of the Collateral purported Documents. Anything contained in any of the Loan Documents to be covered therebythe contrary notwithstanding, but subject to Liens permitted under Section 7.0111.08, except each Lender agrees that no Lender shall have any right individually to the extent that realize upon any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent under any Collateral Document or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to Loan Document, it being understood and pledged agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsits designee, and including the Collateral Agent and the Borrower have agreed that Depositary) for the benefit of Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent will and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party, and such insurer has not denied coverage, or (ii) except as otherwise expressly provided in Section 11.03 hereof, to enter into any amendments or waivers of the Equity Interests Collateral Documents which the Agent determines are necessary or advisable, including, without limitation, those Collateral Documents the form of the Borrower ceasing which are exhibits to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor this Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant Executed counterparts of the Pledge and Security Agreement, subject to Section 4.018.10, 6.11, 6.13 or Article XII shall for any reason together with: (other than pursuant A) an executed original of each Note timely requested by a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (B) to the terms hereof extent not on file with the appropriate Governmental Authority, appropriate financing statements (Form UCC-1 or thereof including such other financing statements or similar notices as a result shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local Law of each jurisdiction in which the filing of a transaction not prohibited under this Agreement) cease to createfinancing statement or giving of notice may be required, or any Lien purported reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (C) to the extent not already delivered, copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any Collateral Document shall be asserted in writing by of the Company or any Loan other Credit Party not to be(under its present name and any previous name and, a valid and perfected lien with the priority required if requested by the Collateral Document Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in sub-clause (B) above (regardless of whether or other security purported to be created not financing statements are then on the applicable Collateralfile) on and security interest or in any material portion other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) to the extent not already delivered to the Collateral Agent, searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral; (E) to the extent not previously delivered to the Collateral Agent, all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any such perfection required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and (F) evidence of the completion of all other filings and recordings of or priority is not required pursuant with respect to Section 6.11 or 6.13 or Article XII or results from the failure Collateral Documents and of all other actions as may be necessary or, in the opinion of the Collateral Agent or Agent, desirable to perfect the trustee under the Senior Notes Indenture security interests intended to maintain possession of Collateral actually delivered to it and pledged under be created by the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change (including receipt of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsduly executed payoff letters, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation UCC-3 termination statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy landlords’ and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orbailees’ waiver and consent agreements).

Collateral Documents. (a) Each Lender authorizes the Agent to enter into the Pledge Agreements and each of the other Collateral documents contemplated thereby (collectively, the "Collateral Documents") to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Agent upon any Collateral and/or (z) release any Guarantor from its obligations under the Guaranty (i) Any upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 this SECTION 11.12(C). (d) Upon any sale or Article XII shall for any reason (other than transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by the Required Lenders or all of the Lenders, as applicable, or consummation of any Loan Party not to be, transaction involving the sale of all or substantially all of the assets of a valid Guarantor and perfected lien with the priority required upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral Document (that was sold or other security purported to be created on transferred or evidence the release of the applicable CollateralGuarantor from its obligations under the Guaranty; PROVIDED, HOWEVER, that (i) on and security interest in any material portion of the Collateral purported Agent shall not be required to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that execute any such perfection document on terms which, in the Agent's opinion, would expose the Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Secured Obligations any other Guarantor's obligations under the Guaranty or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 4.01 or Article XII 6.11 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited permitted under this AgreementSection 7.04 or 7.05) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien lien, with the priority required by the Collateral Document Documents (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Administrative Agent or the trustee under the Senior Notes Indenture Collateral Agent to maintain possession of Collateral certificates actually delivered to it and representing securities pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to permitted by the Equal Priority ABL Intercreditor Agreement, the Crossing First Lien Intercreditor Agreement, any other Customary Agreement (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant Subject to Section 4.018.10, 6.11executed counterparts of the Pledge and Security Agreement and each European Security Agreement, 6.13 or Article XII shall for any reason together with: (other than pursuant A) an executed original of each Note timely requested by a Lender hereunder; (B) to the terms hereof extent not on file with the appropriate Governmental Authority, appropriate financing statements (Form UCC-1 or thereof including such other financing statements or similar notices as a result shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local Law of each jurisdiction in which the filing of a transaction not prohibited under this Agreement) cease to createfinancing statement or giving of notice may be required, or any Lien purported reasonably requested by the relevant Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (C) to the extent not already delivered, copies of reports from CT Corporation or another independent search service reasonably satisfactory to the relevant Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any Collateral Document shall be asserted in writing by of the Company or any Loan other Credit Party not to be(under its present name and any previous name and, a valid and perfected lien with the priority required if requested by the relevant Collateral Document Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in clause (ii)(B) above (regardless of whether or other security purported to be created not financing statements are then on the applicable Collateralfile) on and security interest or in any material portion other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any evidencing Permitted Liens or for which the relevant Collateral Agent shall have received termination statements (Form UCC-3 or such perfection other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) to the extent not already delivered to the U.S. Collateral Agent, searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the U.S. Collateral Agent to the extent necessary or priority is reasonably advisable to perfect the U.S. Collateral Agent’s security interest in intellectual property Collateral; (E) to the extent not required pursuant previously delivered to Section 6.11 or 6.13 or Article XII or results from the failure U.S. Collateral Agent, all of the Pledged Collateral, which Pledged Collateral Agent shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the trustee under U.S. Collateral Agent; and (F) evidence of the Senior Notes Indenture completion of all other filings and recordings of or with respect to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or and of all other actions as may be necessary or, in the opinion of the relevant Collateral Agent, desirable to file Uniform Commercial Code amendments relating perfect the security interests intended to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides be created by the Collateral Agent written notice thereof in accordance with the Loan DocumentsDocuments (including receipt of duly executed payoff letters, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation UCC-3 termination statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy landlords’ and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orbailees’ waiver and consent agreements).

Collateral Documents. (a) The Security Agreement, upon execution and delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Agent, to the extent set forth therein, for the benefit of the Secured Parties, a legal, valid and enforceable Lien in the Collateral (as defined in the Security Agreement) and, subject to any limitations herein and therein or in the certificates or notes, as applicable, representing Pledged Equity, Instruments, Tangible Chattel Paper and Supporting Obligations (in each case, as defined in the Security Agreement), the proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium (or similar laws affecting the enforcement of creditors’ rights generally), by equitable principles (whether enforcement is sought by proceedings in equity or at law) and implied covenants of good faith and fair dealing and (i) Any Collateral Document after delivery thereof pursuant to Section 4.01when such Pledged Equity, 6.11Instruments, 6.13 or Article XII shall for any reason (other than pursuant Tangible Chattel Paper and Supporting Obligations are delivered to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease Administrative Agent, if and to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority extent required by the Collateral Document (or other security purported to be Security Agreement, the Lien created on under the applicable Collateral) on Security Agreement shall constitute a fully perfected Lien on, and security interest in any material portion in, all right, title and interest of the Collateral purported to be covered therebyU.S. Loan Parties in such Pledged Equity, subject to Liens permitted under Section 7.01Instruments, except Tangible Chattel Paper and Supporting Obligations to the extent that any a Lien in such perfection Pledged Equity, Instruments, Tangible Chattel Paper or Supporting Obligations can be perfected by delivery, in each case having a first priority is not required pursuant perfected security interest in such Pledged Equity, Instruments, Tangible Chattel Paper and Supporting Obligations (except with respect to Liens expressly permitted under Section 6.11 or 6.13 or Article XII or results from 7.02), and (ii) when financing statements in appropriate form are filed in the failure offices specified on Schedule 5.19(a), the Lien created under the Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in such Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that a Lien in such Collateral can be perfected by filing of financing statements (other than Intellectual Property, as defined in the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan DocumentsSecurity Agreement, and the other Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible with respect to which possession or control is required for filing perfection), in each case having a first priority perfected security interest in such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageCollateral, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than with respect to Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely expressly permitted by operation of Law; orSection 7.02.

Collateral Documents. Each Lender hereby further authorizes Administrative Agent to enter into the Collateral Documents as secured party, in each case on behalf of and for the benefit of Lenders and agrees to be bound by the terms of the Collateral Documents; provided that Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Collateral Documents without the prior consent of Requisite Lenders; provided further, that anything in this Agreement or the other Loan Documents to the contrary notwithstanding: (i) Any Administrative Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral Document after delivery thereof pursuant or the Collateral Documents which may be necessary to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the terms hereof Collateral Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or thereof including held by Administrative Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Collateral Documents; (c) constituting property in which any Credit Party owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a result of lease which has expired or been terminated in a transaction not prohibited permitted under this AgreementAgreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) cease to createconsisting of an instrument evidencing Indebtedness if the Indebtedness evidenced thereby has been paid in full; or (f) if otherwise approved, authorized or any Lien purported to be created by any Collateral Document shall be asserted ratified in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered therebyRequisite Lenders, subject to Liens permitted under Section 7.01subsection 9.6. Upon request by Administrative Agent at any time, except Lenders will confirm in writing Administrative Agent's authority to the extent that any such perfection release particular types or priority is not required items of Collateral pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orthis subsection 8.6.

Collateral Documents. As of the Closing Date, the Collateral Documents, executed by the Company and each Subsidiary party to such Collateral Document, in appropriate form for recording, where necessary, together with: (i) Any acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the security interests of the Collateral Document after delivery thereof pursuant Agent for the benefit of the Banks, or other evidence satisfactory to Section 4.01the Agent that there has been or will be filed, 6.11registered or recorded all financing statements and other filings, 6.13 registrations and recordings necessary and advisable to perfect the Liens of the Collateral Agent for the benefit of the Banks in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Collateral Agent shall have requested of the Company, and such termination statements or Article XII shall for other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any reason Persons (other than pursuant to Permitted Liens); (iii) all certificates and instruments representing the terms hereof or thereof including Pledged Collateral, stock transfer powers executed in blank as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document Agent or the Banks may specify; (or iv) evidence that all other security purported to be created on actions necessary or, in the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure opinion of the Collateral Agent or the trustee under Banks, desirable to perfect and protect the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under first priority security interest created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name recording tax or jurisdiction of formation fee in connection with any and all UCC-1 financing statements; (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed vi) evidence that the Collateral Agent will be responsible for filing has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such amendments) consents, estoppels, subordination agreements and continuation statements other documents and except instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Banks, as requested by the Agent or any Bank; and (viii) evidence that all other actions necessary or, in the opinion of the Collateral consisting of real property Agent or the Banks, desirable to perfect and protect the first priority Lien created by the Collateral Documents, and to enhance the Collateral Agent's ability to preserve and protect its interests in and access to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageCollateral, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orhave been taken;

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of the Company and its Subsidiaries in the collateral described therein, subject only to any Permitted Liens. (b) Each Mortgage when delivered will be effective to grant to the Agent for the benefit of the Lenders a legal, valid and enforceable lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and any Permitted Liens and except as noted in the title policies delivered to the Agent pursuant to Section 4.015.01, 6.11is subject to a legal, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createvalid, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid enforceable and perfected first priority lien; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected first lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on on, and security interest in any material portion in, all right, title and interest of the Collateral purported to be Company or such Subsidiary under such Mortgage in all personal property and fixtures covered therebyby such Mortgage, subject to Liens permitted under Section 7.01no other Liens, except the encumbrances and exceptions to title set forth therein, as noted in the title policies delivered to the extent that any such perfection or priority is not required Agent pursuant to Section 6.11 or 6.13 or Article XII or results from the failure 5.01 and Permitted Liens. (c) All representations and warranties of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession Company and any of Collateral actually delivered to it and pledged under its Subsidiaries party thereto contained in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, are true and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orcorrect.

Collateral Documents. As of the Closing Date, the Collateral Documents, executed by the applicable Credit Party, in appropriate form for recording, where necessary, together with: (i) Any acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the security interests of the Collateral Document after delivery thereof pursuant Agent for the benefit of the Lenders, or other evidence satisfactory to Section 4.01the Agent that there has been or will be filed, 6.11registered or recorded all financing statements and other filings, 6.13 registrations and recordings necessary and advisable to perfect the Liens of the Collateral Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Collateral Agent shall have requested of the Company, and such termination statements or Article XII shall for other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any reason Persons (other than pursuant to Permitted Liens); (iii) all certificates and instruments representing the terms hereof or thereof including Pledged Collateral, stock transfer powers executed in blank as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document Agent or the Lenders may specify; (or iv) evidence that all other security purported to be created on actions necessary or, in the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure opinion of the Collateral Agent or the trustee under Lenders, desirable to perfect and protect the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under first priority security interest created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name recording tax or jurisdiction of formation fee in connection with any and all UCC-1 financing statements; (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed vi) evidence that the Collateral Agent will be responsible for filing has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such amendments) consents, estoppels, subordination agreements and continuation statements other documents and except instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Agent or any Lender; and (viii) evidence that all other actions necessary or, in the opinion of the Collateral consisting of real property Agent or the Lenders, desirable to perfect and protect the first priority Lien created by the Collateral Documents, and to enhance the Collateral Agent's ability to preserve and protect its interests in and access to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageCollateral, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orhave been taken;

Collateral Documents. (ia) Any Collateral Document On and after delivery thereof pursuant to Section 4.01the Closing Date, 6.11the Security Agreement creates, 6.13 or Article XII shall as security for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to beObligations, a valid and enforceable perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion and Lien on all of the Collateral purported to be covered therebysubject thereto, subject to no other Liens permitted under Section 7.01(other than Permitted Liens), except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure in favor of the Collateral Agent or (for the trustee under benefit of the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, Agents and the Collateral Agent and Lenders). No filings or recordings are required in order to perfect the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to security interests created under the Security Agreement free except for filings or recordings which shall have been delivered to the Administrative Agent in completed and duly authorized form on or prior to the Closing Date. (b) On and after the Closing Date, the Foreign Pledge Agreement creates (or after the execution and delivery thereof will create), as security for the Loan Obligations, a valid and enforceable perfected security interest in and Lien on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Liens Permitted Liens), in favor of the Lenders. No filings or recordings are required in order to perfect the security interests created under the Foreign Pledge Agreement except for filings or recordings which shall have been delivered to the Administrative Agent in completed and duly authorized form on or prior to the Closing Date or on or prior to the required date contemplated by ‎Section 5.08. (c) On and after the Closing Date, each Mortgage (if any) creates (or after the execution and delivery thereof will create), as security for the Loan Obligations, a valid and enforceable perfected security interest in and Lien on all of the real property and other mortgaged property subject thereto subject to no other Liens (other than Permitted Liens), in favor of the Equal Priority Intercreditor Agreement, Lenders. No filings or recordings are required in order to perfect the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement security interests created under such Mortgage except for the recordation of such Mortgage in the appropriate recording office in the city or any nonconsensual Liens arising solely by operation of Law; orcounty in which the real property is located.

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited permitted under this AgreementSection 7.04 or 7.05) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, create a valid and perfected lien with the first priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) Lien on and security interest in any material portion of the Collateral purported to be covered therebyCollateral, subject to Liens permitted under pursuant to Section 7.017.01 , except to the extent that any such perfection or priority is not required pursuant to Section 6.11 4.01, 6.12 or 6.13 or Article XII 6.14 or results from the failure of the Collateral Agent to file continuation statements or the trustee under the Senior Notes Indenture to maintain possession of Collateral certificates actually delivered to it and representing securities pledged under the Collateral Documents Documents. Solely for the purpose of determining whether a Default or Event of Default has occurred under Section 8.01(f) or (g), any reference in any such clause to file Uniform Commercial Code amendments relating any Restricted Subsidiary shall be deemed to exclude any Immaterial Subsidiary (provided, however, that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a Loan Party’s change single consolidated Restricted Subsidiary, as applicable, for purposes of name or jurisdiction of formation (solely determining whether the condition specified above is satisfied). Notwithstanding anything to the extent that contrary in this Agreement, if any Default or Event of Default occurs resulting from any action or the Borrower provides occurrence or any event publicly reported or otherwise disclosed to the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Administrative Agent and the Borrower have agreed that Lenders and the Collateral Administrative Agent will be responsible and the Lenders do not exercise any of their remedies under the terms of this Agreement or any other Loan Document for filing the two year period following the date such amendments) and continuation statements and except as to Collateral consisting Default or Event of real property Default has been reported publicly or otherwise disclosed to the extent Administrative Agent and the Lenders (an “Uncalled Default”), such Uncalled Default shall be deemed not to be continuing automatically at the end of such two year period (regardless of whether such Default or Event of Default was still continuing at such time); provided that such losses are covered by a lender’s title insurance policy and two year limitation shall not apply if (i) the Administrative Agent has commenced any remedial action in respect of any such insurer has not denied coverage, Default or Event of Default or (ii) any Loan Party had actual knowledge of such Default or Event of Default and failed to notify the Equity Interests of the Borrower ceasing to be pledged Administrative Agent as required pursuant to the Security Agreement free terms of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor this Agreement or any nonconsensual Liens arising solely by operation of Law; orother Loan Document.

Collateral Documents. (ia) Any The provisions of the Collateral Document Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien (subject to Liens permitted by Section 7.01) on all right, title and interest of the respective Loan Parties party thereto in the Collateral. Except for Liens permitted by Section 7.01, (a) the Collateral (except for the Non-Perfected Collateral) is subject to a first and prior Lien in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations and (b) the Non-Perfected Collateral is subject to a Lien in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations. Except for (x) UCC filings completed within ten (10) days after delivery thereof pursuant the Closing Date and as contemplated hereby and by the Collateral Documents, (y) intellectual property and other filings which are not required to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than be made pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid Agreement and perfected lien with the priority required by the Collateral Document Documents and (z) delivery to the Administrative Agent of (i) promissory notes and securities (other than Equity Interests in Restricted Subsidiaries) created or acquired after the Closing Date to the extent such promissory notes and securities, together with all promissory notes and securities previously delivered to the Administrative Agent, aggregate in value $5,000,000 or more and (ii) the Equity Interests in Restricted Subsidiaries created or acquired after the Closing Date, no other filing or other security purported action will be necessary to be created on perfect such Liens in Collateral other than Non-Perfected Collateral. (b) As of the applicable Collateral) on and security Closing Date, none of the Parent, the Borrower nor any Restricted Subsidiary has any interest in any material portion of the Collateral purported to be covered therebytangible negotiable instruments, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation instruments (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the other than Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement and promissory notes) or any nonconsensual Liens arising solely by operation of Law; ortangible chattel paper that aggregate in value $200,000 or more.

Collateral Documents. (i) Any The Issuers hereby appoint Wilmington Trust FSB to act as Collateral Document after delivery thereof pursuant Agent, and each Holder by its acceptance of any Securities, irrevocably consents and agrees to Section 4.01such appointment. The payment of the principal of and interest and premium, 6.11if any, 6.13 on the Securities when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or Article XII shall for any reason (other than otherwise and whether by the Issuers pursuant to the terms hereof Securities or thereof including as a result by any Note Guarantor pursuant to its Note Guarantee, the payment of a transaction not prohibited all other Obligations under this AgreementIndenture, the Securities and the Collateral Documents and the performance of all other obligations of the Issuers and the Note Guarantors under this Indenture, the Securities, the Note Guarantees and the Collateral Documents are secured as provided in the Collateral Documents and will be secured by Collateral Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Note Guarantor to, and each Note Guarantor shall, do all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) cease to create, and all other actions as are necessary or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document Documents to maintain (or other security purported to be created on at the applicable Collateralsole cost and expense of the Issuer and the Note Guarantors) on and the security interest created by the Collateral Documents in any material portion the Collateral as a perfected security interest, subject only to Permitted Liens. The Issuer will otherwise comply with the provisions of Section 314(b) of the Collateral purported to be covered therebyTIA. Promptly after the effectiveness of this Indenture, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to by the TIA, the Issuer shall deliver the opinion(s) required by Section 6.11 or 6.13 or Article XII or results from the failure 314(b)(1) of the Collateral Agent or TIA. Subsequent to the trustee under the Senior Notes Indenture to maintain possession execution and delivery of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely this Indenture, to the extent required by the TIA, the Issuer shall furnish to the Trustee on or prior to each anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, stating either that (i) in the Borrower provides opinion of such counsel, all action has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral Agent written notice thereof in accordance with as is necessary to maintain the Loan Documents, and Lien on the Collateral Agent and in favor of the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, Holders or (ii) any in the opinion of the Equity Interests of the Borrower ceasing such counsel, that no such action is necessary to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ormaintain such Lien.

Collateral Documents. The Borrower will, and will cause each Guarantor to, promptly (i) Any execute and deliver such Collateral Document Documents and other documents, within 10 days after delivery thereof pursuant the date hereof, as the Agent agreed at closing could be delivered post closing, including without limitation board resolutions of SOFEDIT, (ii) execute and deliver additional Collateral Documents, within 10 days after request therefor by the Agent, sufficient to Section 4.01grant to the Agent liens and security interests, 6.11securing the Secured Obligations, 6.13 in any present or after acquired Collateral, and including without limitation , and (iii) cause each Person becoming a Subsidiary of the Borrower or any other Guarantor from time to time to execute and deliver to the Lenders and the Agent, within 10 days after such Person becomes a Subsidiary, a Guaranty and other Collateral Documents, together with other related documents described in Article XII IV sufficient to grant to the Agent for the benefit of the Lenders and the Agent liens and security interests in all Collateral securing the Secured Obligations. The Borrower shall for notify the Agent, within 10 days after the occurrence thereof, of the acquisition of any reason (Collateral that is not subject to the existing Collateral Documents, any Person becoming a Subsidiary and any other event or condition, other than the passage of time, that may require additional action of any nature in order to preserve the effectiveness and perfected status of the liens and security interests of the Agent with respect to all Collateral pursuant to the terms hereof Collateral Documents, including without limitation delivering the originals of all promissory notes and other instruments to the Agent and delivering the originals of all stock certificates or thereof including other certificates evidencing any Capital Stock which is Collateral at any time. Additionally, without limiting the foregoing, the Borrower agrees to deliver such environmental reports as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority reasonably required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest Agent in connection with any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that real property acquired the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of its Subsidiaries after the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ordate hereof.

Collateral Documents. (a) The provisions of each of the Collateral Documents (other than the Mortgages, subject to (b) below, and the collateral assignments of tenant's rights in leases) are effective to create in favor of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of Borrower and its Subsidiaries in the Collateral described therein; and financing statements have been filed (or, in the case of UCC-1 financing statements delivered on the Closing Date, executed and delivered in the proper form for filing) in the offices in all of the jurisdictions listed in the schedules to the Guarantee and Collateral Agreement. (b) Each Mortgage when delivered will be effective to grant to the Collateral Agent for the benefit of the Secured Creditors, a legal, valid and enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the real property and fixtures described therein. When each such Mortgage is duly recorded in the appropriate land records offices and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a perfected mortgage lien on such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent and described in Exhibit F, and such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of Borrower or such Subsidiary under such Mortgage in all fixtures which are covered by such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent and described in Exhibit F and Permitted Liens. (c) The provisions of the Guarantee and Collateral Agreement, after giving effect to (i) Any the delivery to the Collateral Document after delivery thereof pursuant to Section 4.01Agent of the certificates representing the certificated shares of the capital stock and other equity interests of the Subsidiaries described in the Guarantee and Collateral Agreement (the "Pledged Stock") accompanied by appropriate undated stock powers executed in blank, 6.11(ii) the registration of the Pledged Partnership Interests (as defined in the Guarantee and Collateral Agreement and, 6.13 or Article XII shall for any reason (other than together with the Pledged Stock, the "Pledged Securities") pursuant to the terms hereof or thereof including forms attached as a result exhibits to the Guarantee and Collateral Agreement and (iii) the filing of a transaction not prohibited under this UCC-1 financing statements in the offices set forth on the schedules to such Guarantee and Collateral Agreement) cease , shall be effective to create, or any Lien purported to be created by any in favor of the Collateral Document shall be asserted in writing by any Loan Party not to beAgent, for the ratable benefit of the Secured Creditors, a valid and fully perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on first Lien on, and security interest in, all right, title and interest of Borrower and the Guarantors in any material portion of the "Collateral", as defined in the Guarantee and Collateral purported Agreement (except for Permitted Liens), and the Pledged Stock has been delivered, where applicable, to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orits nominee.

Collateral Documents. (a) Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral or release any Guarantor from its obligations under a Guaranty (i) Any upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral Document after delivery thereof pursuant to this Section 4.01, 6.11, 6.13 11.12(c). (d) Upon any sale and transfer of Collateral or Article XII shall for any reason (other than of a Subsidiary which is expressly permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Required Lenders or all of the Lenders, a valid as applicable, and perfected lien with the priority required upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral Document (that was sold or other security purported to be created on transferred and release the applicable CollateralGuarantor from its obligations under the applicable Guaranty; provided, however, that (i) on and security interest in any material portion of the Collateral purported Agent shall not be required to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that execute any such perfection document on terms which, in the Agent's opinion, would expose the Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Obligations or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. (i) Any Collateral Document with respect to a material portion of the Collateral after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall pursuant to the provisions of any Collateral Document for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement, including as a result of the release of a Loan Party or the sale, transfer or other disposition of the applicable Collateral (including as a result of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) cease in a transaction permitted under the Loan Documents) ceases to create, or any Lien purported to be created by any Collateral Document with respect to a material portion of the Collateral shall be asserted in writing by any Loan Party (prior to the satisfaction of the Termination Conditions) not to be, a valid and perfected lien Lien with the priority required by the such Collateral Document (or other security purported to be created on the applicable Collateral) on on, and security interest in in, any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Administrative Agent or the trustee under the Senior Notes Indenture Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or Documents, to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan DocumentsSecurity Agreement, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and or continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (ia) Any Each of the Pledge Agreements is effective to create in favor of the Collateral Document after delivery thereof pursuant to Section 4.01Agent, 6.11for the ratable benefit of the Lenders, 6.13 a legal, valid and enforceable security interest in the pledged stock described therein and, when stock certificates representing or Article XII shall for any reason (other than pursuant constituting the pledged stock described in each of the Pledge Agreements are delivered to the terms hereof or thereof including as Collateral Agent, such security interest shall, subject to the existence of Permitted Liens, constitute a result perfected first lien on, and security interest in, all right, title and interest of the pledgor party thereto in the pledged stock described therein. (b) Each of the Security Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the Lenders, a transaction not prohibited under this Agreement) cease to createlegal, valid and enforceable security interest in the collateral described therein and Uniform Commercial Code financing statements have been filed in each of the jurisdictions listed on Schedule 5.15(b), or any Lien purported to be created by any Collateral Document shall be asserted arrangements have been made for such filing in writing by any Loan Party not to besuch jurisdictions, a valid and perfected lien with upon such filing, and upon the priority required taking of possession by the Collateral Document (or other Agent of any such collateral the security purported to interests in which may be created on the applicable Collateral) on and perfected only by possession, such security interest in any material portion of the Collateral purported to be covered therebyinterests will, subject to Liens permitted under Section 7.01the existence of Permitted Liens, constitute perfected first liens on, and security interests in, all right, title and interest of the debtor party thereto in the collateral described therein, except to the extent that any such perfection a security interest cannot be perfected therein by the filing of a financing statement or priority the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (c) Each Mortgage is not required pursuant effective to Section 6.11 or 6.13 or Article XII or results from the failure create in favor of the Collateral Agent or Agent, for the trustee under ratable benefit of the Senior Notes Indenture to maintain possession of Collateral actually delivered to it Lenders, a legal, valid and pledged under enforceable security interest in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentscollateral described therein, and upon filing the Collateral Agent and Mortgages in the Borrower have agreed that jurisdictions listed on Schedule 5.13 (or, in the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as case of a Mortgage delivered pursuant to Collateral consisting of real subsection 7.9, the jurisdiction in which the property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageMortgage is located), or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens such security interests will, subject to the Equal Priority Intercreditor Agreementexistence of Permitted Liens, constitute perfected first liens on, and security interests in, all right, title and interest of the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ordebtor party thereto in the collateral described therein.

Collateral Documents. (ia) Any Subject to, and upon entry of, the DIP Orders, the DIP Orders and the other Collateral Document after delivery thereof pursuant Documents, together with such filings and other actions required to Section 4.01, 6.11, 6.13 be taken hereby or Article XII shall for by the applicable Collateral Documents with respect to any reason Loan Parties that are not SHC Debtors (other than pursuant and subject to the terms hereof or thereof including effect of and applicable restrictions under foreign Laws, rules and regulations as a result they relate to pledges, if any, of a transaction not prohibited under this Agreement) cease to createEquity Interests in Foreign Loan Parties, or any Lien purported to be created intercompany Indebtedness owed by Foreign Loan Parties and any Collateral Document shall be asserted of Foreign Loan Parties, and subject to other perfection requirements specifically set out in writing by any Loan Party not the Security Documents), are effective to becreate in favor of the Administrative Agent for the benefit of the Secured Parties, a valid legal, valid, enforceable, non-avoidable and automatically and fully perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it described therein and pledged under the Collateral Loan Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely and the DIP Orders, in each case, to the extent that required by the Borrower provides Loan Documents and the Collateral Agent written notice thereof DIP Orders, having the priorities set forth in accordance with the DIP Orders and subject only to the Carve-Out, Prior Liens and other exceptions set forth in the DIP Orders and the Loan Documents. Upon entry of the DIP Orders, the Administrative Agent shall have a legal, valid, enforceable, non-avoidable and automatically and fully perfected security interest in all right, title and interest in the Collateral Agent and of the Borrower have agreed that SHC Debtors, as security for the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property Obligations, to the extent that required by the DIP Orders, having the priorities set forth in the DIP Orders and subject only to the Carve-Out, Prior Liens and other exceptions set forth in the DIP Orders. (b) Pursuant to and to the extent provided in the DIP Orders, no filing or other action will be necessary to perfect or protect such losses are covered by a lender’s title insurance policy Liens and such insurer has not denied coveragesecurity interests. (c) Pursuant to and to the extent provided in the DIP Orders, or (ii) any the Obligations of the Equity Interests SHC Debtors under this Agreement will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases under section 364(c) of the Borrower ceasing Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against such SHC Debtors now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code on a joint and several basis and all superpriority administrative expense claims granted to be pledged pursuant any other Person, subject only to the Security Agreement free Carve-Out and other exceptions set forth in the DIP Orders, which claims shall have recourse to all of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orSHC Debtors’ assets.

Collateral Documents. The Collateral Documents, executed by the Company and each Subsidiary party to such Collateral Document, in appropriate form for recording, where necessary, together with: (i) Any acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the security interests of the Collateral Document after delivery thereof pursuant Agent for the benefit of the Banks, or other evidence satisfactory to Section 4.01the Agent that there has been or will be filed, 6.11registered or recorded all financing statements and other filings, 6.13 registrations and recordings necessary and advisable to perfect the Liens of the Collateral Agent for the benefit of the Banks in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Collateral Agent shall have requested of the Company, and such termination statements or Article XII shall for other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any reason Persons (other than pursuant to Permitted Liens); (iii) all certificates and instruments representing the terms hereof or thereof including Pledged Collateral, stock transfer powers executed in blank as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document Agent or the Banks may specify; (or iv) evidence that all other security purported to be created on actions necessary or, in the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure opinion of the Collateral Agent or the trustee under Banks, desirable to perfect and protect the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under first priority security interest created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name recording tax or jurisdiction of formation fee in connection with any and all UCC-1 financing statements; (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed vi) evidence that the Collateral Agent will be responsible for filing has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such amendments) consents, estoppels, subordination agreements and continuation statements other documents and except instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Banks, as requested by the Agent or any Bank; and (viii) evidence that all other actions necessary or, in the opinion of the Collateral consisting of real property Agent or the Banks, desirable to perfect and protect the first priority Lien created by the Collateral Documents, and to enhance the Collateral Agent's ability to preserve and protect its interests in and access to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageCollateral, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orhave been taken;

Collateral Documents. (i) Any Collateral Document The provisions of the Pledge Agreement will be, on and after delivery thereof pursuant to Section 4.01the Closing Date, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease effective to create, or any Lien purported to be created by any in favor of the Collateral Document shall be asserted in writing by any Loan Party not to beAgent for the benefit of the Lenders and the Collateral Agent, a legal, valid and perfected lien with enforceable security interests in all of the priority required Collateral described therein, and upon the taking of and continued possession of such Collateral by the Collateral Document (Agent on or other security purported prior to be created on the applicable Collateral) on Closing Date, the Pledge Agreement shall constitute, as of and after the Closing Date, a fully perfected security interest in such Collateral superior in right to any material portion of the Collateral purported to be covered therebyother security interests, subject to Liens permitted under Section 7.01existing or future, which any Person may have against such Collateral, except to the extent that any such perfection or priority is not required pursuant extent, if any, otherwise provided in the Pledge Agreement; (ii) the provisions of the Security Agreement are effective to Section 6.11 or 6.13 or Article XII or results from the failure create in favor of the Collateral Agent or for the trustee under benefit of the Senior Notes Indenture to maintain possession of Collateral actually delivered to it Lenders and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to Agent, a Loan Party’s change legal, valid and enforceable security interest in all right, title and interest in all of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsdescribed therein, and the Collateral Agent Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filing, if this representation is being made more than 10 days after the Closing Date, has been made), create a fully perfected first priority lien on, and the Borrower have agreed that security interest in, all right, title and interest in all of the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property described in the Security Agreement to the extent that such losses are covered security interests can be perfected by the filing of a lender’s title insurance policy financing statement under the UCC or in which a filing may be made in the United States Patent and such insurer has not denied coverageTrademark Office or in the United States Copyright Office, or (ii) any of the Equity Interests of the Borrower ceasing subject to be pledged pursuant to the Security Agreement free of no other Liens other than Liens Permitted Liens. (iii) the Mortgages create, for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Properties covered thereby in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created in the Mortgaged Properties may be subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any Permitted Encumbrances related thereto) and subject to no other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or(other than Permitted Liens).

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Article IV or Section 4.01, 6.11, 6.13 or Article XII 6.12 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreementthereof) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, create a valid and perfected lien with (subject to Section 4.7(b) of the Security Agreement in the case of IP Rights) first priority required by the Collateral Document Lien (or other security purported subject to be created on the applicable CollateralPermitted Prior Liens) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to in each case for any reason other than the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the Administrative Agent’s failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually any equity certificates or other instruments delivered to it and pledged under the Collateral Documents Documents; provided that, for purposes of this clause (l), all or any portion of the Pledged Equity shall be deemed to file Uniform Commercial Code amendments relating to be a Loan Party’s change material portion of name or jurisdiction of formation (solely the Collateral. Notwithstanding anything to the extent contrary contained in this Article VIII, in the event that the Borrower provides the Collateral Agent written notice thereof in accordance fails to comply with the Loan Documentsrequirements of Section 7.11, until the expiration of the tenth day subsequent to the date the certificate calculating such compliance is required to be delivered pursuant to Section 6.02(a) (the period from such failure to comply to such tenth day, the “Cure Period”), the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right compliance with the covenants set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (a) Borrower Cash Flow shall be increased, solely for the purpose of measuring compliance with Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (b) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the Collateral Agent and applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting purposes of real property this Agreement. Notwithstanding anything herein to the extent that such losses are covered by contrary, (a) in each two-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (b) in each eight-fiscal-quarter period, there shall be a lender’s title insurance policy and such insurer has period of at least four consecutive fiscal quarters during which the Cure Right is not denied coverageexercised, or (iic) any the Cure Amount shall be no greater than the amount required for purposes of complying with Section 7.11 as of the Equity Interests relevant date of determination and (d) no more than five (5) Cure Rights may be exercised in the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; oraggregate.

Collateral Documents. (a) Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations other than the Agent shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 10.12(c). (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Required Lenders or all of the Lenders, a valid as applicable, and perfected lien with the priority required upon at least five Business Days' prior written request by the Collateral Document Borrower, the Agent shall (or other security purported and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to be created on evidence the applicable Collateral) on and security interest in any material portion release of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except granted to the extent Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such perfection document on terms which, in the Agent's opinion, would expose the Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Secured Obligations or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. Any of the following shall occur: (i) Any any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII Documents shall for any reason (other than pursuant fail to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, create a valid and perfected lien with the first priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral collateral purported to be covered thereby, subject to Liens permitted under Section 7.01hereunder, except as permitted by the terms of the applicable Collateral Document or this Agreement and except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Administrative Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral certificates actually delivered to it and representing securities pledged under the Collateral Documents Documents, file UCC financing statements or satisfy any other requirements imposed by law or practice in any applicable foreign jurisdiction that requires such actions by a secured party, (ii) any Collateral Document shall fail to remain in full force or effect or (iii) any action shall be taken by the Company or any Subsidiary to discontinue or to file Uniform Commercial Code amendments relating assert the invalidity or unenforceability of any Collateral Document; provided, that any failure pursuant to the preceding clause (i) shall not result in a Loan Party’s change of name or jurisdiction of formation Default pursuant to this paragraph (solely M) to the extent that (x) the Borrower provides Company shall remain in compliance with the Collateral Agent written notice thereof Credit Support Requirement after giving effect to removal of each affected Foreign Subsidiary as a Pledged Foreign Subsidiary or (y) if such failure relates to collateral having an aggregate book value less than 5% of Consolidated Net Worth (as set forth in the most recent quarterly or annual consolidated financial statements delivered pursuant to Section 7.1(A)(i) or (ii), as applicable), the Company shall return to compliance with the Credit Support Requirement (after giving effect to removal of each affected Foreign Subsidiary as a Pledged Foreign Subsidiary unless the related failure has been cured) within thirty (30) days of such failure. A Default shall be deemed “continuing” until cured or until waived in writing in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orSection 9.3.

Collateral Documents. The Collateral Documents, to the extent not previously delivered to the Agent under the Original Credit Agreement, executed by Holdings, the Borrower or any Subsidiary of the Borrower, as applicable, in appropriate form for recording, where necessary, together with (to the extent not previously delivered to the Agent under the Original Credit Agreement): (i) Any Collateral Document after delivery thereof acknowledgment copies of all uniform commercial code financing statements filed, registered or recorded to perfect the security interests of the Agent, for the benefit of Agent and the Lenders, granted pursuant to Section 4.01the Collateral Documents, 6.11or other evidence reasonably satisfactory to the Agent that there has been filed, 6.13 registered or Article XII recorded all financing statements and other filings, registrations and recordings reasonably necessary and advisable to perfect the Liens of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral Documents, in accordance with applicable law; (ii) uniform commercial code financing statement, federal and state tax lien, pending litigation, and judgment searches as the Agent shall for have reasonably requested of Holdings and the Borrower, its Subsidiaries, and such other Persons as Agent may reasonably request, and such termination statements, releases or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any reason Persons (other than pursuant Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, irrevocable proxies and stock transfer powers executed in blank or other executed endorsements reasonably satisfactory to the terms hereof Agent, with signatures guaranteed as the Agent may reasonably require; (iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Agent, desirable to perfect and protect the Liens created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or thereof recording tax or fee in connection with any and all uniform commercial code financing statements and, if applicable, the Mortgages, or amendments thereto, all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage, amendment thereto, or filing of any uniform commercial code financing statements or the issuance of the title insurance policies (whether due on the Restatement Effective Date or in the future) including as sums due in connection with any future advances; (vi) with respect to each parcel of real Property in respect of which there is delivered a result Mortgage, if any (or, with respect to mortgagee policies of title insurance delivered in connection with the Original Credit Agreement, date down endorsements), an A.L.T.A. mortgagee policy of title insurance or a binder issued by a title insurance company reasonably satisfactory to the Agent insuring (or undertaking to insure, in the case of a transaction not prohibited under this Agreementbinder) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, that the Mortgage creates and constitutes a valid first Lien against such real Property in favor of the Agent, for the benefit of the Agent and perfected lien the Lenders, in an amount and subject only to exceptions reasonably acceptable to the Agent, with such endorsements and affirmative insurance as the priority Agent may reasonably request; (vii) if reasonably required by the Collateral Document (or other security purported to be created Agent, flood insurance and earthquake insurance on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except terms reasonably satisfactory to the extent that any Agent; (viii) current A.L.T.A. surveys and surveyor’s certifications as to all real Property in respect of which there is delivered a Mortgage, if any, each in form and substance reasonably satisfactory to the Agent; and (ix) such perfection or priority is not required pursuant consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments material contracts relating to any Collateral as to which the Agent shall be granted a Loan Party’s change Lien for the benefit of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that Lenders, as reasonably requested by the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orAgent;

Collateral Documents. (i) Any The Collateral Document after delivery thereof Certificate, duly executed by the Borrower; (ii) Such UCC financing statements and fixture filings (appropriately completed) shall have been filed in such jurisdictions as the Administrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents; (iii) Such UCC termination statements (appropriately completed and executed) shall have been filed in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (iv) UCC search certificates from the jurisdictions in which UCC financing statements are to be filed pursuant to Section 4.01subsection (e)(ii) above and jurisdictions in which any Loan Party had assets prior to July 1, 6.112001 reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, 6.13 or Article XII shall the Security Documents and the other Credit Documents, except for any reason such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (e)(iii) above; (v) Control Account Agreements with respect to each Deposit Account of a Loan Party (other than Deposit Accounts constituting Excluded Collateral) not already subject to the Administrative Agent’s first priority perfected Lien, each duly executed by the Administrative Agent, the applicable Loan Party and the Depositary Bank thereto; (vi) The stock certificates representing (A) all of the Equity Securities of each Subsidiary (other than Tax Preferred Subsidiaries) of the Borrower and each Guarantor and (B) all of the outstanding non-voting Equity Securities and 65% of the outstanding voting Equity Securities of each Tax Preferred Subsidiary of the Borrower and each Guarantor, in each case pledged to the Administrative Agent pursuant to the terms hereof or thereof including as a result Pledge Agreement, together with undated stock powers duly executed by the registered holder of a transaction not prohibited under this Agreementsuch Equity Securities in blank and attached thereto; (vii) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by A control agreement for each securities account at which any Loan Party maintains a securities account not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, already subject to Liens permitted under Section 7.01the Administrative Agent’s first priority perfected Lien, except to the extent that any each appropriately completed, duly executed by such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Administrative Agent and acknowledged by the Borrower have agreed securities intermediary to which addressed; (viii) Appropriate documents for filing with the United States Patent and Trademark Office and all other filings necessary to perfect the security interests granted to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by each Loan Party (as applicable) and, where appropriate, notarized; and (ix) Evidence satisfactory to the Administrative Agent that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageLeasehold Mortgages previously have been, or (ii) any are in the process of being, duly recorded in the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orappropriate jurisdictions.

Collateral Documents. The Borrower shall have delivered to the Collateral Agent the Security Agreement, duly executed by the Borrower and each of the Subsidiary Guarantors, together with (iA) Any UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as reasonably requested by the Collateral Document after delivery thereof pursuant Agent in order to Section 4.01perfect such Liens, 6.11duly authorized by the Credit Parties, 6.13 or Article XII shall for any reason (B) a Diligence Questionnaire, duly completed and executed by the Borrower, (C) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (D) original certificates evidencing all issued and outstanding shares of Equity Interests of all Subsidiaries (other than pursuant Immaterial Subsidiaries) owned directly by any Credit Party (in the case of Excluded Foreign Subsidiaries, limited to 65% of the terms hereof or thereof including issued and outstanding voting Equity Interests of such Subsidiary and 100% of the issued and outstanding non-voting Equity Interests of such Subsidiary, as a result applicable); provided that any such stock certificates of a transaction not prohibited under this Agreement) cease to create, or any Lien purported the Acquired Business and its Subsidiaries will be required to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created delivered on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except Closing Date only to the extent in the possession of the Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not required to be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of the initial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or such later date as the Collateral Agent may reasonably agree), (E) original instruments or promissory notes representing or evidencing pledged indebtedness constituting Collateral; provided that any such perfection original instruments or priority is promissory notes of the Acquired Business and its Subsidiaries will be required to be delivered on the Closing Date only to the extent in the possession of the Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not required pursuant to Section 6.11 be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of the initial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or 6.13 or Article XII or results from the failure of such later date as the Collateral Agent may reasonably agree), (F) stock or the trustee under the Senior Notes Indenture to maintain possession membership interest powers, note allonges or other appropriate instruments of Collateral actually delivered to it transfer executed in blank and pledged under the Collateral Documents (G) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches and bankruptcy searches, each of a recent date listing all effective financing statements or to file Uniform Commercial Code amendments relating to a Loan Party’s change lien notices that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, business and the Collateral Agent and the Borrower have agreed such other searches that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, deems necessary or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orappropriate;

Collateral Documents. (a) Each Lender authorizes the Agent to enter into the Pledge Agreements and each of the other Collateral documents contemplated thereby (collectively, the "Collateral Documents") to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Agent upon any Collateral and/or (z) release any Guarantor from its obligations under the Guaranty (i) Any upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 this SECTION 11.12(c). (d) Upon any sale or Article XII shall for any reason (other than transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by the Required Lenders or all of the Lenders, as applicable, or consummation of any Loan Party not to be, transaction involving the sale of all or substantially all of the assets of a valid Guarantor and perfected lien with the priority required upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral Document (that was sold or other security purported to be created on transferred or evidence the release of the applicable CollateralGuarantor from its obligations under the Guaranty; PROVIDED, HOWEVER, that (i) on and security interest in any material portion of the Collateral purported Agent shall not be required to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that execute any such perfection document on terms which, in the Agent's opinion, would expose the Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Secured Obligations any other Guarantor's obligations under the Guaranty or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. Without limiting the generality of clause (ia) Any of this Section 11.01, each Lender hereby further authorizes the Agent to appoint PNC as Collateral Document after delivery thereof pursuant Agent to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by enter into any Collateral Document shall as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and agrees to be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required bound by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion terms of each of the Collateral purported Documents. Anything contained in any of the Loan Documents to be covered therebythe contrary notwithstanding, but subject to Liens permitted under Section 7.0112.08, except each Lender agrees that no Lender shall have any right individually to the extent that realize upon any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent under any Collateral Document or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to Loan Document, it being understood and pledged agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides its designee, including the Collateral Agent written notice thereof Agent) for the benefit of Protected Parties in accordance with the Loan Documentsterms thereof. Each Lender (for itself and on behalf of each other Creditor with which it is affiliated) hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent and the Borrower have agreed that the evidencing such release of Collateral Agent will shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party, and such insurer has not denied coverage, or (ii) except as otherwise expressly provided in Section 12.03 hereof, to enter into any amendments or waivers of the Equity Interests Collateral Documents which the Agent determines are necessary or advisable, including, without limitation, those Collateral Documents the form of the Borrower ceasing which are exhibits to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor this Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (ia) Any The Guarantee and Collateral Document after delivery thereof pursuant Agreement is effective to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted create in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure favor of the Collateral Agent a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Equity Interests are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.14(a) (which financing statements have been duly completed and delivered to the Collateral Agent) and such other filings as are referred to in Section 4.2(b) to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest, if any, that the Credit Parties now have or may hereafter acquire in and to such Collateral and the trustee proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.3, other than Liens created under the Senior Second Lien Notes Indenture Documents, any Additional Senior Second Lien Notes Documents or any Chrysler Canada Notes Documents); provided, however, that in the case of Intellectual Property, no representation or warranty is made with respect to maintain possession the perfection of Collateral actually delivered to it and pledged any security interest in Intellectual Property arising under the Collateral Documents or laws of any country other than the United States. (b) Each of the Mortgages is effective to file Uniform Commercial Code amendments relating to a Loan Party’s change create in favor of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed in accordance with the Loan Documentsoffices specified on Schedule 4.14(b)(i) (in the case of the Mortgages to be executed and delivered within 180 days of the Closing Date pursuant to Section 5.7(j)) or in the recording office designated by the Company (in the case of any Mortgage to be executed and delivered pursuant to Section 5.7(h)), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Collateral Agent Credit Parties in the Mortgaged Properties described therein and the Borrower have agreed that proceeds thereof, as security for the Collateral Agent will be responsible for filing such amendmentsObligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or other Permitted Liens). To the knowledge of the Company, Schedule 4.14(b)(ii) and continuation statements and except includes, as to Collateral consisting of the Closing Date, each real property to owned in fee by the extent that such losses are covered by Credit Parties having a lender’s title insurance policy and such insurer has not denied coverage, or net book value (iitogether with improvements thereon) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orat least US$5,000,000.

Collateral Documents. (i) Any The Collateral Document Documents, after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant giving effect to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease DIP Orders, are effective to create, or any Lien purported to be created by any Collateral Document shall be asserted create in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure favor of the Collateral Agent or for the trustee under benefit of the Senior Notes Indenture to maintain possession of Secured Parties, a legal, valid, enforceable, non-avoidable and automatic and fully perfected security interest in the Collateral actually delivered to it described therein and pledged under the Collateral Documents Documents, in each case, having the priorities set forth in the DIP Orders and subject only to the Carve-Out and other exceptions set forth in the DIP Orders. (a) Pursuant to, and except as expressly otherwise set forth in, the DIP Orders, no filing or other action will be necessary under applicable U.S. federal law to file Uniform Commercial Code amendments relating perfect or protect such Liens and security interests; provided that the Loan Parties, upon the reasonable request of the Lenders, shall make such filings or take such other actions as necessary to a Loan Party’s change of name perfect or jurisdiction of formation protect such Liens and security interests. (solely b) Pursuant to and to the extent that provided in the Borrower provides DIP Orders, the Collateral Agent written notice thereof in accordance with Obligations of the Loan DocumentsParties under this Agreement will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases under section 364(c) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against such Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendmentskind specified in sections 503(b) and continuation statements 507(b) of the Bankruptcy Code on a joint and except as several basis and all superpriority administrative expense claims granted to Collateral consisting of real property any other Person, subject only to the extent that such losses are covered by a lender’s title insurance policy Carve-Out and such insurer has not denied coverageother exceptions set forth in the DIP Orders, or (ii) any which claims shall have recourse to all of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orLoan Parties’ assets.

Collateral Documents. (a) The Borrower Pledge Agreement and the Restricted Subsidiary Security Agreement are effective to create in favor of the Bank Collateral Agent, for the ratable benefit of the Secured Parties (as defined therein), a legal, valid and enforceable security interest in the Collateral (as defined therein) and, when (i) Any the pledged property constituting such Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant is delivered to the terms hereof or thereof including as a result of a transaction not prohibited under this AgreementBank Collateral Agent, (ii) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted the financing statements in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on appropriate form are filed in the applicable Collateralfiling offices and (iii) on all other applicable filings under the Uniform Commercial Code or otherwise that are required under the Loan Documents are made, the Borrower Pledge Agreement and the Restricted Subsidiary Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any material portion other Person, other than with respect to Liens expressly permitted by Section 8.2. (b) Upon the effectiveness of the Springing Sections in accordance with Section 7.20, the Security and Intercreditor Agreement will be effective to create in favor of the Collateral purported to be covered therebyAgents, subject to Liens permitted under Section 7.01for the ratable benefit of the Secured Parties (as defined therein), except a legal, valid and enforceable security interest in the Collateral (as defined therein) and, when (i) the pledged property constituting such Collateral is delivered to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from Security Agent, (ii) the failure of financing statements in appropriate form are filed in the Collateral Agent or the trustee applicable filing offices and (iii) all other 69 75 applicable filings under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent otherwise that the Borrower provides the Collateral Agent written notice thereof in accordance with are required under the Loan DocumentsDocuments or applicable law are made, the Security and Intercreditor Agreement will constitute a fully perfected Lien on, and the Collateral Agent security interest in, all right, title and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any interest of the Equity Interests of the Borrower ceasing grantors thereunder in such Collateral, in each case prior and superior in right to be pledged pursuant to the Security Agreement free of Liens any other Person, other than with respect to Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely expressly permitted by operation of Law; orSection 8.2.

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01Pending the final application of any such Net Proceeds, 6.11, 6.13 the Partnership or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and Restricted Subsidiary may invest such Net Proceeds in Cash Equivalents held in an account in which the Trustee shall have a first priority perfected security interest in any material portion of the Collateral purported to be covered therebyinterest, subject to Liens permitted under Section 7.01Permitted Liens, except for the benefit of the Holders of the Notes, and, if the Asset Sale relates to the extent Pari Passu Collateral, the Holders of any Indebtedness secured by such Pari Passu Collateral on a pari passu basis with the Notes. Any Net Proceeds from Asset Sales that any are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." Within ten days following the date that the aggregate amount of Excess Proceeds exceeds $5.0 million, the Partnership will make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes and secured by Pari Passu Collateral containing provisions similar to those set forth herein with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure other Indebtedness that may be purchased out of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely Excess Proceeds, pro rata in proportion to the extent that respective principal amounts of the Borrower provides Notes and such other Indebtedness. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid Interest and Liquidated Damages, if any, to the Collateral Agent written notice thereof date of purchase, and will be payable in accordance with cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Loan Documents, Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Agent and Documents. If the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting aggregate principal amount of real property to the extent that such losses are covered by a lender’s title insurance policy Notes and such insurer has not denied coverageother Indebtedness tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, or (ii) any of the Equity Interests of Trustee shall select the Borrower ceasing Notes and such other Indebtedness to be pledged pursuant purchased on a pro rata basis based on the principal amount of Notes and such other Indebtedness tendered and will select the Notes to be purchased in the Security Agreement free manner described under Section 3.02 hereof. Upon completion of Liens other than Liens subject to the Equal Priority Intercreditor Agreementeach Asset Sale Offer, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation amount of Law; orExcess Proceeds shall be reset at zero.

Collateral Documents. (a) Each Lender authorizes the Collateral Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of the Obligations (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Holders of the Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Collateral Agent is hereby authorized to execute and deliver on behalf of the Holders of the Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Holders of the Obligations. (c) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Required Lenders or all of the Lenders, a valid as applicable, and perfected lien with the priority required upon at least five Business Days' prior written request by the Collateral Document (or other security purported Borrower to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered therebyAgent, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or shall (and is hereby irrevocably authorized by the trustee under Lenders to) execute such documents as may be necessary to evidence the Senior Notes Indenture release of the Liens granted to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with for the Loan Documentsbenefit of the Holders of the Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, and however, that (i) the Collateral Agent and shall not be required to execute any such document on terms which, in the Borrower have agreed that Collateral Agent's opinion, would expose the Collateral Agent will be responsible for filing to liability or create any obligation or entail any consequence other than the release of such amendments) Liens without recourse or warranty, and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Obligations or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. (a) Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) Any upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 this SECTION 11.12(c). (d) Upon any sale or Article XII shall for any reason (other than transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by the Required Lenders or all of the Lenders, as applicable, or consummation of any Loan Party not to be, transaction involving the sale of all or substantially all of the assets of a valid Guarantor and perfected lien with the priority required upon at least five Business Days' prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral Document (that was sold or other security purported to be created on transferred or evidence the release of the applicable CollateralGuarantor from its obligations under the Subsidiary Guaranty; PROVIDED, HOWEVER, that (i) on and security interest in any material portion of the Collateral purported Administrative Agent shall not be required to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that execute any such perfection document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations, any other Guarantor's obligations under the Subsidiary Guaranty or any Liens upon (or obligations of the Equity Interests 105 Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, each of the Agents, the Arrangers and the Lenders hereby acknowledges and agrees that upon the consummation of any transaction involving the sale of the PET business unit of the Borrower ceasing to be pledged and the disposition of the Aerospace business unit of the Borrower, which sale or disposition is permitted pursuant to the Security Agreement free terms of Liens other than Liens SECTION 7.3(B)(vi) or (vii) or 7.3(F)(v), the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Banks, shall release and terminate the Subsidiary Guaranty with respect to any Subsidiary of the Borrower which is the subject of such transaction or, as applicable, release the stock of such Subsidiary from the pledge to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orAdministrative Agent.

Collateral Documents. (ia) Any The provisions of the Collateral Document after delivery thereof pursuant Documents are effective to Section 4.01, 6.11, 6.13 or Article XII shall create in favor of the Administrative Agent for any reason (other than the ratable benefit of the Lender Parties pursuant to the terms hereof Security Agreement, a legal, valid and enforceable security interest in the Collateral owned by such Loan Party, and the Security Agreement, together with the filings of Form UCC-1 and assignment of 85 78 certain of such Form UCC-1's or thereof including Form UCC-3 in all relevant jurisdictions creates a first Lien on, and security interest in all of the Collateral described therein, subject to no other Liens other than Liens permitted under Section 6.1. Except for titled vehicles, vessels and other collateral which may not be perfected through the filing of financing statements under the Uniform Commercial Code and which have an aggregate fair market value of less than $1,000,000, all such Liens have been or, upon the filing of the financing statements delivered on the Closing Date, will be fully perfected Liens except for Liens permitted under Section 6.1. The Intellectual Property Security Agreement creates (assuming all necessary filings with the United States Patent and Trademark Office and the United States Copyright Office have been appropriately and duly made), as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien security for the Obligations purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to besecured thereby, a valid and enforceable, and upon the recordation in the United States Patent and Trademark Office and in the United States Copyright Office of assignments for security made pursuant to the Intellectual Property Security Agreement, perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion and Lien on the trademarks, patents and copyrights covered by the Intellectual Property Security Agreement in favor of the Collateral purported Administrative Agent for the ratable benefit of the Secured Parties, superior to be covered therebyand prior to the rights of all third Persons. The Borrower and its Subsidiaries have good and marketable title to all Collateral, subject to free and clear of all Liens except Liens permitted under Section 7.016.1. (b) The security interests created in favor of Administrative Agent, except to as pledgee for the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure benefit of the Collateral Agent or the trustee Lenders under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free and the Holdings Pledge Agreement together with the delivery of the certificates pursuant thereto and delivery of appropriate endorsements executed in blank, constitute first perfected security interests in the Pledged Shares and Pledged Debt (as such terms are defined in the Security Agreement and the Holdings Pledge Agreement) pledged under such agreements, subject to no security interests of any other Person other than Permitted Liens and unperfected Liens permitted under Section 6.1(g). Except as set forth in the Security Agreement and the Holdings Pledge Agreement, no filings, registrations or recordings which have not been made or will not have been made (or submitted for recordation) within ten (10) Business Days after the Closing Date are required in order to perfect the security interests created in the Pledged Shares or Pledged Debt under the Security Agreement or Holdings Pledge Agreement. (c) Assuming the Mortgages are appropriately and duly filed and recorded, the Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and Lien on all of the real property listed on Schedule 4.20 subject to a Mortgage and the Mortgaged Property (including, without limitation, all fixtures and improvements relating to such Mortgaged Property and affixed or added thereto on or after the Closing Date) in favor of the Administrative Agent (or such other trustees that may be named therein) for the ratable benefit of the Lender Parties, superior to and prior to the rights of all third Persons (except that the security interest created in such real property and the Mortgaged Property may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orpermitted under Section 6.1). 86 79

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Such Uniform Commercial Code amendments relating financing statements and fixture filings (appropriately completed and executed) shall have been filed in such jurisdictions as the Administrative Agent may request to a Loan Party’s change of name or jurisdiction of formation (solely perfect the Liens granted to the extent that Administrative Agent in this Agreement, the Security Documents and the other Credit Documents; (ii) Such Uniform Commercial Code termination statements (along with any authorizations by the secured parties named on the related financing statements allowing the Administrative Agent to file the same), appropriately completed and executed, shall have been filed in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (iii) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (e)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (e)(ii) above; (iv) A control agreement for each bank at which the Borrower provides or any Subsidiary maintains a deposit account with a balance that currently exceeds or is at any time expected to exceed $25,000, each appropriately completed, duly executed by the Collateral Agent written notice thereof in accordance with the Loan DocumentsBorrower or such Subsidiary, and the Collateral Administrative Agent and acknowledged by the depositary bank to which addressed; (v) A control agreement for each securities account at which the Borrower have agreed or any Subsidiary maintains a securities account with investment or other assets that currently exceed or are at any time expected to exceed $25,000, each appropriately completed, duly executed by the Collateral Borrower or such Subsidiary, and the Administrative Agent will be responsible for filing such amendmentsand acknowledged by the securities intermediary to which addressed; (vi) Such other documents, instruments and continuation statements agreements as the Administrative Agent may reasonably request to establish and except as to Collateral consisting of real property perfect the Liens granted to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, Administrative Agent or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Lender in this Agreement, the Crossing Lien Intercreditor Security Documents and the other Credit Documents; and (vii) Such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Credit Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any other Customary Intercreditor such Liens which are expressly permitted by this Agreement or any nonconsensual Liens arising solely by operation of Law; orto be prior.

Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties (ior, in the case of the Proceeds Account Pledge Agreements, in favor of the respective Proceeds Collateral Agent, for the benefit of the respective Proceeds Secured Parties), legal, valid, enforceable and first priority Liens in all Collateral existing on the Closing Date and all actions necessary to ensure the validity and first priority of such Liens on the then-existing Collateral have been taken. Without limitation, all assets of HoldCo and the Company on the Closing Date (including equipment and other assets (a) Any acquired under or pursuant to any Supply Agreement (including civil works required in connection with any Supply Agreement) or (b) without which the functioning of the fixed switched telephony network of the Company and its Subsidiaries would be materially adversely affected (including customer premise equipment not otherwise excluded from the Collateral), but excluding any assets that would otherwise constitute Collateral Document under the Company Equipment Pledge Agreement the book value of which is less than $50,000 per item provided, however, that the aggregate book value of the assets of the Company and its Subsidiaries not listed on the schedules to the Collateral Documents does not exceed $5,000,000 in the aggregate for the Company and the Subsidiaries, taken as a whole) are listed on schedules to the Collateral Documents listing the Collateral thereunder. Upon the taking of any additional steps required to be taken under Section 4.10 with respect to such Collateral, the provisions of the Collateral Documents are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties (or, in the case of the Proceeds Account Pledge Agreements, in favor of the respective Initial Facility Agent, for the benefit of the respective Purchaser Parties), legal, valid, enforceable and first priority Liens in all Collateral acquired after delivery thereof the Closing Date in which a Lien is required to be created pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or4.10.

Collateral Documents. (ia) Any Collateral Document after Upon execution and delivery thereof pursuant by the parties thereto, each of the Pledge Agreements will be effective to Section 4.01create in favor of the Administrative Agent, 6.11for the ratable benefit of the Lenders, 6.13 a legal, valid and enforceable security interest in the pledged stock described therein and, when stock certificates representing or Article XII shall for any reason (other than pursuant constituting the pledged stock described in each of the Pledge Agreements are delivered to the terms hereof or thereof including as Administrative Agent, such security interest shall constitute a result of a transaction not prohibited under this Agreement) cease to createperfected first lien on, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion in, all described therein. (b) Upon execution and delivery thereof by the parties thereto, each of the Collateral purported Security Agreements will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and Uniform Commercial Code financing statements have been filed in each of the jurisdictions listed on Schedule 6.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which may be covered therebyperfected only by possession, such security -76- 83 interests will, subject to Liens permitted under Section 7.01the existence of Permitted Liens, constitute perfected first priority liens on, and security interests in, all right, title and interest of the debtor party thereto in the collateral described therein, except to the extent that any such perfection or priority is a security interest cannot required pursuant to Section 6.11 or 6.13 or Article XII or results from be perfected therein by the failure filing of the Collateral Agent a financing statement or the trustee taking of possession under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating of the relevant jurisdiction. (c) Upon execution and delivery thereof by the Company, each Mort- ▇▇▇▇ ▇▇▇l be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a Loan Party’s change of name or jurisdiction of formation (solely to legal, valid and enforceable security interest in the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentscollateral described therein, and upon recording the Collateral Agent and Mortgages in the Borrower have agreed that jurisdictions listed on Schedule 6.13 (or, in the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as case of a Mortgage delivered pursuant to Collateral consisting of real subsection 8.9, the jurisdiction in which the property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageMortgage is located), or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens such security interests will, subject to the Equal Priority Intercreditor Agreementexistence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ordebtor party thereto in the collateral described therein.

Collateral Documents. The Collateral Documents or, in Agent's sole discretion, one or more reaffirmations of the Collateral Documents, executed by the Borrower and each Subsidiary of the Borrower, as applicable, in appropriate form for recording, where necessary, together with: (i) Any Collateral Document after delivery thereof acknowledgment copies of all UCC-l and UCC-2 financing statements filed, registered or recorded to perfect the security interests of the Agent, for the benefit of Agent and the Lenders, granted pursuant to Section 4.01the Collateral Documents, 6.11or other evidence reasonably satisfactory to the Agent that there has been (or will be, 6.13 to the Agent's satisfaction) filed, registered or Article XII recorded all financing statements and other filings, registrations and recordings reasonably necessary and advisable to perfect the Liens of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral Documents, in accordance with applicable law; (ii) uniform commercial code financing statement, federal and state tax lien and judgment searches as the Agent shall for have reasonably requested of the Borrower and its Subsidiaries, and such termination statements or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any reason Persons (other than pursuant Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, irrevocable proxies and stock transfer powers executed in blank or other executed endorsements reasonably satisfactory to the terms hereof Agent; (iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Agent, desirable to perfect and protect the Liens created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or thereof recording tax or fee in connection with any and all UCC-1 and UCC-2 financing statements and, if applicable, the Mortgage modifications, all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any mortgage or filing of any financing statements or the issuance of the title insurance policies (whether due on the Closing Date or in the future) including as sums due in connection with any future advances; (vi) with respect to each parcel of Real Estate in respect of which there is delivered a result Mortgage and which is listed on SCHEDULE 2.1, either (a) an A.L.T.A. (or an equivalent thereof) mortgagee policy of title insurance or a binder or (b) an endorsement to an existing A.L.T.A. (or an equivalent thereof) mortgage policy of title insurance or a binder in connection with the Original Credit Agreement, issued by a title insurance company reasonably satisfactory to the Agent insuring (or undertaking to insure, in the case of a transaction not prohibited under this Agreementbinder) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, that the Mortgage creates and constitutes a valid first Lien against such Real Estate in favor of the Agent, for the benefit of Agent and perfected lien the Lenders, subject only to exceptions reasonably acceptable to the Agent, with such endorsements and affirmative insurance as the priority Agent may reasonably request; (vii) if required by the Agent, flood insurance and earthquake insurance on terms reasonably satisfactory to the Agent; and (viii) subject to Sections 4.17 and 4.18, such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral Document (or other security purported as to which the Agent shall be created on granted a Lien for the applicable Collateral) on and security interest in any material portion benefit of the Collateral purported to be covered therebyLenders, subject to Liens permitted under Section 7.01, except to as reasonably requested by the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orAgent;

Collateral Documents. If applicable, (ia) Any receipt by the Administrative Agent of all documents, filings, recordations and searches necessary or desirable in connection with the Collateral Document after delivery thereof pursuant to Section 4.01of the Project Zircaloy Loan Parties (the “Project Zircaloy Collateral”), 6.11, 6.13 or Article XII shall for any reason if any; (other than pursuant b) receipt by the Administrative Agent of all deliverables related to the terms hereof Project Zircaloy Collateral, including, without limitation, stock certificates and stock powers, instruments, documents and chattel paper (together with allonges or thereof including as a result assignments) and, to the extent requested by the Administrative Agent or required by the Credit Agreement, other Collateral Documents; (c) all filing and recording fees and taxes shall have been duly paid; and (d) the Lenders shall have received satisfactory evidence that the Administrative Agent (on behalf of a transaction not prohibited under this Agreementthe Lenders and other secured parties) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, have a valid and perfected lien with the first priority required by the Collateral Document (or other security purported subject to certain exceptions to be created on set forth in the applicable CollateralLoan Documents) on lien and security interest in any material portion the Project Zircaloy Collateral; provided that, in respect of the Collateral purported to be covered therebyclauses (a) through (d) above, subject to Liens permitted under Section 7.01, except to the extent that any security interest in any such Project Zircaloy Collateral (other than (A) the creation of a security interest in all personal property collateral (other than Excluded Property) and (B) the perfection of a security interest in any Project Zircaloy Collateral the security interest in which may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code, (y) the filing of short-form security agreements or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from notices of security interest with the failure of the Collateral Agent United States Patent and Trademark Office or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan DocumentsUnited States Copyright Office, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverageapplicable, or (iiz) any the delivery of certificates evidencing Equity Interests) is not or cannot be created and/or perfected on the DDTL A-1 Zircaloy Funding Date after the Borrower’s use of commercially reasonable efforts to do so, then the creation and perfection of such security interests in such collateral shall not constitute a condition precedent to the availability of the Equity Interests of Project Zircaloy Draw on the Borrower ceasing DDTL A-1 Zircaloy Funding Date, but instead shall be required to be pledged pursuant to created and perfected no later than ninety (90) days after the Security Agreement free of Liens other than Liens DDTL A-1 Zircaloy Funding Date (subject to extensions agreed by the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orAdministrative Agent in its sole discretion).

Collateral Documents. The Borrower shall execute or cause to be executed: (i) Any Collateral Document after delivery thereof pursuant on or prior to Section 4.01the Effective Date, 6.11(a) the Security Agreement, 6.13 (b) one or Article XII shall for any reason more Pledge Agreements with respect to all of the Capital Stock owned by the Borrower and its Domestic Subsidiaries of each of the Domestic Subsidiaries in existence on the Effective Date, (c) Mortgages from each Loan Party, accompanied by the relevant title reports with respect to such locations as the Administrative Agent may request and (d) such vehicle title applications (other than pursuant with respect to vehicles subject to the terms hereof Fleet Lease Transaction or thereof including the National City Lease Transaction) as a result of a transaction not prohibited under this Agreement) cease to createthe Administrative Agent may request, or any Lien purported accompanied by the relevant vehicle titles and fees to be created by filed with the applicable Governmental Authorities to reflect the Collateral Agent as lienholder; (ii) (x) within five (5) Business Days after any Collateral Document shall be asserted in writing by any Loan Party not to beSubsidiary becoming a Domestic Subsidiary, a valid and perfected lien Pledge Agreement (or supplement thereto) with respect to all of the priority required Capital Stock of such Subsidiary owned by the Collateral Document Borrower and its Domestic Subsidiaries and (y) within thirty (30) days after any Subsidiary becoming a First Tier Foreign Subsidiary, a pledge agreement (or other security purported to be created on the applicable Collateralsupplement thereto) on and security interest or share mortgage in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure favor of the Collateral Agent for the benefit of the Secured Parties with respect to the lesser of (i) 100% (or, in respect of any First Tier Foreign Subsidiary, 65% so long as a 100% pledge would cause such First Tier Foreign Subsidiary's accumulated and undistributed earnings and profits to be deemed to be repatriated to the Borrower or a Domestic Subsidiary for U.S. federal income tax purposes) of all the trustee under outstanding Capital Stock of each First Tier Foreign Subsidiary and (ii) all of the Senior Notes Indenture to maintain possession outstanding Capital Stock of Collateral actually delivered to it each First Tier Foreign Subsidiary currently or hereafter owned by the Borrower and pledged under its Domestic Subsidiaries; and provided that no such pledge of the Collateral Documents or to file Uniform Commercial Code amendments relating to Capital Stock of a Loan Party’s change of name or jurisdiction of formation (solely First Tier Foreign Subsidiary shall be required hereunder to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and such pledge is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements; (iii) within five (5) Business Days after any Subsidiary becoming a Guarantor, a supplement to the Security Agreement (in the form attached thereto), and the other documents required by the Administrative Agent in connection therewith; (iv) within thirty (30) days after the Borrower have agreed that or any Domestic Subsidiary acquires any fee interest in real property, a Mortgage executed by such acquiring Person, accompanied by such title reports, title insurance, surveys, appraisals and environmental reports (collectively, "Real Estate Instruments") as are requested by the Administrative Agent; (v) within ten (10) days after any Loan Party acquires an ownership interest in any vehicle and other item of rolling stock subject to a certificate of title law, to the extent so required by the Administrative Agent, an appropriate vehicle title application (other than with respect to a vehicle subject to the Fleet Lease Transaction or the National City Lease Transaction) accompanied by the relevant vehicle title and fee to be filed with the applicable Governmental Authority to reflect the Collateral Agent will as lienholder with respect to such vehicle or other item of rolling stock; and the Borrower shall deliver to the Collateral Agent all such Pledge Agreements, Guarantees and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, UCC financing statements, real estate title insurance policies, environmental reports, the stock certificates representing the Capital Stock subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be responsible for filing reasonably requested to perfect the Lien of such amendmentspledge) in each case in form and continuation statements substance reasonably satisfactory to the Collateral Agent; provided that, with respect to the pledge of Capital Stock in First Tier Foreign Subsidiaries in existence on the date hereof and except as to Collateral consisting vehicles and real estate owned by the Borrower or any of real property its Domestic Subsidiaries on the date hereof, such relevant Pledge Agreements, vehicle title applications and Real Estate Instruments (to the extent that not being delivered on the Effective Date) are required to be delivered to the Collateral Agent at the times and in the manner required in writing by the Administrative Agent. In addition to the terms and provisions set forth hereinabove, the Borrower shall, and shall cause its Subsidiaries to, within the time periods set forth below (to the extent such losses are covered actions have not occurred on or prior to the Effective Date), cause the following to occur: (1) with respect to the Layfayette Property: (a) within seven (7) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; (b) within seven (7) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the Lafayette Property; (c) within sixty (60) days of the Effective Date, deliver a Phase I Environmental Assessment addressed to and in form and substance reasonably satisfactory to the Administrative Agent, and prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent; (d) within seven (7) days of the Effective Date, deliver a legal opinion in form and substance satisfactory to the Administrative Agent from Baker & Daniels regarding such Mortgage; (e) within seventy-five (75) ▇▇▇s o▇ ▇▇▇ ▇ffective Date, deliver an ALTA plat of survey prepared by a lender’s surveyor licensed in the State of Indiana with respect to the Layfayette Property; and (f) within sixty (60) days of delivery of the survey, cause any necessary adjustments or modifications to the Mortgage or the title insurance policy as may be reasonably required to reflect the survey and the facts set forth therein on the title insurance policy and the Mortgage; (2) with respect to each Material Real Estate Property: (a) within fifteen (15) days of the Effective Date, deliver an executed Mortgage and record and/or file such insurer has Mortgage with the local recorder of deeds/registrar of titles; (b) within thirty (30) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the such property; (c) within sixty (60) days of the Effective Date, deliver a Phase I Environmental Assessment addressed to and in form and substance reasonably satisfactory to the Administrative Agent, and prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent; (d) within thirty (30) days of the Effective Date, deliver a legal opinion in form and substance satisfactory to the Administrative Agent from special local counsel reasonably satisfactory to the Administrative Agent regarding such Mortgage; (e) within seventy-five (75) days of the Effective Date, deliver an ALTA plat of survey prepared by a surveyor licensed in the state where such property is located with respect to such property; and (f) within sixty (60) days of delivery of the survey, cause any necessary adjustments or modifications to the Mortgage or the title insurance policy as may be reasonably required to reflect the survey and the facts set forth therein on the title insurance policy and the Mortgage; (3) with respect to each Significant Real Estate Property: (a) within forty-five (45) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; and (b) within forty-five (45) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the such property; (4) with respect to all other real property owned by the Borrower or its Domestic Subsidiaries: (a) within sixty (60) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; and (5) with respect to all properties which are anticipated to be included in the SunTrust Sale and Leaseback, the Borrower agrees that if such SunTrust Sale and Leaseback is not denied coverageconsummated on or prior to December 31, 2002, or (ii) if any of the Equity Interests of property which was anticipated to be included in such SunTrust Sale and Leaseback and is not so included, the Borrower ceasing shall comply or cause its Domestic Subsidiaries to comply with the terms and provisions of this Section 6.2(O) with respect to each such property on or prior to December 31, 2002 in the case of all such properties if the SunTrust Sale and Leaseback is not consummated and within forty-five (45) days from the date any property is no longer anticipated to be pledged pursuant to included in the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orSunTrust Sale and Leaseback.

Collateral Documents. (ia) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result The provisions of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion each of the Collateral purported Documents are effective to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure create in favor of the Collateral Agent or for the trustee under benefit of the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under Administrative Agent, the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, Issuers and the Collateral Agent Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of BHI and its Subsidiaries in the Borrower have agreed that collateral described therein, subject only to any Permitted Liens. As of the Closing Date, the Collateral Agent will have a first priority (subject only to Permitted Liens) perfected security interest, for the benefit of the Administrative Agent, the Issuers and the Lenders, in all Collateral in which a security interest may be responsible perfected by means of the filing of a financing statement pursuant to the UCC. (b) Each Mortgage, if any, when executed and delivered will be effective to grant to the Collateral Agent for filing the benefit of the Administrative Agent, the Issuers and the Lenders a legal, valid and enforceable lien on all the right, title and interest of the mortgagor under such amendments) Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices specified in or listed on the schedule to such Mortgage and continuation statements the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and any Permitted Liens and except as to Collateral consisting of real property noted in the title policies delivered to the extent that Administrative Agent, is subject to a legal, valid, enforceable and perfected first priority lien; and when financing statements have been filed in the offices specified in such losses are Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of BHI or its Subsidiary under such Mortgage in all personal property and fixtures covered by a lender’s such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title insurance policy set forth therein and such insurer has not denied coverage, or (ii) any of except as noted in the Equity Interests of the Borrower ceasing to be pledged pursuant title policies delivered to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orAdministrative Agent and Permitted Liens.

Collateral Documents. (1) The Corporation hereby agrees to execute and deliver, and to cause (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason each such Significant Subsidiary (other than pursuant the Target Company, Maricann B.V and Maricann GmbH) to execute and deliver, the Collateral Documents to which they are a party prior to or on the date of the Indenture, (ii) Maricann B.V. and Maricann GmbH to execute and deliver the Collateral Documents to which it is a party as soon as practicable following closing of the Offering and in any event no later than (30) Business Days after the execution of this Indenture and (iii) as it relates to the terms hereof or thereof including Target Company to execute and deliver the Collateral Documents to which it is a party as a result soon as practicable following the closing of a transaction not prohibited under this Agreementthe Proposed Acquisition and in any event no later than thirty (30) cease to createBusiness Days after the closing of the Proposed Acquisition, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to beeach case as continuing collateral security for the due, a valid prompt and perfected lien with the priority required complete payment, performance and satisfaction by the Collateral Document Corporation and such Significant Subsidiaries of all of their indebtedness, liabilities and obligations (whether present or other security purported to be created on the applicable Collateral) on and security interest future, direct or indirect, absolute or contingent, matured or unmatured, at any time due or accruing due, including any ultimate unpaid balance thereof, in any material portion currency, and whether incurred prior to, at the time of or subsequent to the execution of this Indenture) to the Trustee and the holders of Debentures under and in respect of the Collateral purported to be covered therebyIndenture Documents. (2) Without limiting the generality of the foregoing provision, the Corporation will ensure that: (a) the Debentures are secured by a first priority Lien over all Property of the Corporation and any Significant Subsidiary, subject to Liens permitted under Section 7.01, except to only Permitted Liens; and (b) the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation Trustee will receive (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendmentsi) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of where the Equity Interests of any Subsidiary of the Borrower ceasing Corporation or of any Significant Subsidiary are certificated, share or unit certificates representing such Equity Interests, duly endorsed in blank for transfer or attached to duly executed stock transfer and powers of attorney; and (ii) where the Equity Interests of any Subsidiary of the Corporation or of any Significant Subsidiary are uncertificated, control or other similar agreements, in each case, in order to ensure that the Trustee has control (as defined in the Securities Transfer Act, 2006 (Ontario)) in respect of such Equity Interests. (3) The Collateral Documents shall be pledged effective as of the date of this Indenture or as of the date granted, as applicable, regardless of the date that that the Debentures are issued or the date on which any money is advanced to the Corporation pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orIndenture Documents.

Collateral Documents. (ia) Any The Pledge and Security Agreement and each other Collateral Document after delivery thereof pursuant is effective to Section 4.01create in favor of Collateral Agent, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result benefit of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Secured Parties, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except described therein and proceeds thereof (to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee a security interest can be created therein under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under UCC or other applicable law). In the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any case of the Equity Interests of the Borrower ceasing to be Interest pledged pursuant to the Pledge and Security Agreement free (and any other applicable Collateral Document), when Stock Certificates representing such Equity Interests (along with an undated stock power for each such Stock Certificate executed in blank by an Authorized Officer of Liens the pledgor thereof), and in the case of the other than Liens subject Collateral described in the Pledge and Security Agreement or to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreementextent applicable, any other Customary Intercreditor Agreement or Collateral Document (other than Deposit Accounts), when financing statements and other filings specified on Schedule 4.25 in appropriate form are filed in the offices specified on Schedule 4.25, Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any nonconsensual other Person (except Liens arising solely permitted by operation Section 6.02). (b) Each of Law; orthe Mortgages (if any) is effective to create in favor of Collateral Agent, for the benefit of the Secured Parties, a valid Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens permitted by Section 6.02).

Collateral Documents. (i) Any Without limiting the generality of subsection 9.1, each Lender hereby further authorizes Administrative Agent to enter into the Collateral Document after delivery thereof pursuant Documents as secured party on behalf of and for the benefit of Lenders and agrees to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to be bound by the terms hereof of each of the Collateral Documents and the Subsidiary Guaranty; provided that, except as otherwise provided below, Administrative -------- Agent shall not enter into or thereof including as a result consent to any amendment, modification, termination or waiver of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by provision contained in any Collateral Document and the Subsidiary Guaranty without the prior consent of Requisite Lenders. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall be asserted in writing by have any Loan Party not right individually to be, a valid and perfected lien with realize upon any of the priority required by the collateral under any Collateral Document (or other security purported to be created on and the applicable Collateral) on Subsidiary Guaranty, it being understood and security interest in any material portion of the Collateral purported to be covered therebyagreed that all powers, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it rights and pledged remedies under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change and the Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof Lenders in accordance with the Loan Documentsterms thereof. Each Lender hereby authorizes Administrative Agent (i) to release or subordinate Collateral as permitted or required under this Agreement or the Collateral Documents and the Subsidiary Guaranty, and the agrees that a certificate executed by Administrative Agent evidencing such release of Collateral Agent and the Borrower have agreed that the Collateral Agent will shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party and such insurer has not denied coverage, or (ii) to enter into any amendments of the Equity Interests Collateral Documents and the Subsidiary Guaranty to cure any ambiguity, defect or inconsistency or to amend provisions relating to ministerial or administrative matters which do not materially adversely affect the rights of the Borrower ceasing to be pledged Lenders thereunder. In the event Company receives a notice regarding any Subject Lease (as such term is defined in the Closing Date Mortgages) pursuant to clause (b) of item (i) of Schedule -------- 5.2F, Administrative Agent shall release the Security Agreement free Subject Lease of Liens other than Liens subject to record from the Equal Priority Intercreditor Agreement, ---- offending Closing Date Mortgage; provided that the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement Administrative Agent shall be -------- satisfied that such landlord or any nonconsensual Liens arising solely by operation of Law; orlessor claim specified in such notice is in good faith.

Collateral Documents. The Borrower, for itself and its successors and assigns, covenants and agrees, and the Second Lien Secured Party for itself and for its successors and assigns, hereby agrees, that, to the extent and in the manner set forth in this Agreement, all liens now held or hereafter acquired by the Senior Secured Party in any or all of the Collateral (ithe “First Priority Liens”) Any to secure the First Lien Obligations shall at all times be prior and superior to any lien now held or hereafter acquired by the Second Lien Secured Party in the Collateral Document after delivery thereof pursuant (the “Second Priority Liens”), and the Second Lien Secured Party agrees that the existence of the First Priorty Liens shall not constitute an “event of default” under the Credit Agreement or the Second Lien Collateral Documents. Such priority shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements, deeds of trust or other documents, or any statutes, rules or law, or judicial interpretations to Section 4.01the contrary. In the event and to the extent, 6.11if any, 6.13 or Article XII shall for any reason (other than that the liens arising pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Second Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents attach to or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real encumber property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing constituting Collateral but upon which First Priority Liens do not exist or attach, then the Second Priority Liens shall be deemed to be pledged pursuant secure the First Lien Obligations (in addition to the Security Agreement free Second Lien Obligations) and any proceeds derived from any such Collateral which is paid to or received or obtained by the Second Lien Secured Party shall be held for the benefit of Liens other than Liens subject and paid over to the Equal Priority Intercreditor AgreementSenior Secured Party until such time as the Senior Secured Party obtains a lien on such Collateral or the First Lien Obligations are indefeasibly paid in full in cash and satisfied, whichever occurs first. The lien subordination provisions in this Agreement are for the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely benefit of and shall be enforceable directly by operation of Law; orthe Senior Secured Party.

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery thereof pursuant Documents are effective to Section 4.01, 6.11, 6.13 or Article XII shall create in favor of the Administrative Agent for any reason (other than pursuant to the terms hereof or thereof including as a result benefit of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Banks, a legal, valid and perfected lien with the enforceable first priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion all right, title and interest of the Collateral purported to be covered therebyCompany and its Subsidiaries in the collateral described therein, subject to Liens permitted under Section 7.01Permitted Liens, except if any, which are not subordinated to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from Liens under the failure Collateral Documents; and financing statements have been filed in the offices in all of the Collateral jurisdictions listed in the schedule to the Security Agreement and the Subsidiary Security Agreement. Each of the applicable patent security agreements, trademark security agreements and copyright security agreements attached to the Security Agreement and the Subsidiary Security Agreement as Exhibits has been filed in the U.S. Patent and Trademark Office and the U.S. Copyright Office. (b) Each Mortgage when delivered will be effective to grant to the Administrative Agent for the benefit of the Banks a legal, valid and enforceable deed of trust or mortgage lien, as the trustee case may be, on all the right, title and interest of the mortgagor under such Mortgage in the Senior Notes Indenture mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to maintain possession such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of Collateral actually delivered state law applicable to it the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and pledged exceptions to title set forth therein and other Permitted Liens, if any, which are not subordinated to the Liens under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property noted in the title policies delivered to the extent that Administrative Agent pursuant to Section 5.01, is subject to a legal, valid, enforceable and perfected first priority deed of trust; and when financing statements have been filed in the offices specified in such losses are Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of the Company or such Restricted Subsidiary under such Mortgage in all personal property and fixtures which is covered by a lender’s such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title insurance policy set forth therein and such insurer has other Permitted Liens, if any, which are not denied coveragesubordinated to the Liens under the Collateral Documents and except as noted in the title policies delivered to the Administrative Agent pursuant to Section 5.01, or and Permitted Liens. (iic) All representations and warranties of the Company and any of its Restricted Subsidiaries party thereto contained in the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orCollateral Documents are true and correct.

Collateral Documents. (a) Each Lender authorizes the Collateral Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Collateral Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) Any Collateral Document after delivery thereof pursuant to Section 4.01upon termination of the Revolving Loan Commitments, 6.11LC Commitments, 6.13 or Article XII shall for any reason Term Loan B Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Required Lenders or all of the Lenders, a valid as applicable, and perfected lien with the priority required upon at least five Business Days' prior written request by the Collateral Document (or other security purported Borrower to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered therebyAgent, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or shall (and is hereby irrevocably authorized by the trustee under Lenders to) execute such documents as may be necessary to evidence the Senior Notes Indenture release of the Liens granted to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with for the Loan Documentsbenefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, and however, that (i) the Collateral Agent and shall not be required to execute any such document on terms which, in the Borrower have agreed that Collateral Agent's opinion, would expose the Collateral Agent will be responsible for filing to liability or create any obligation or entail any consequence other than the release of such amendments) Liens without recourse or warranty, and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Secured Obligations or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. Without limiting the generality of clause (ia) Any of this Section 10.01, each Lender hereby further authorizes the Agent to appoint U.S. Bank Trust Company, National Association as Collateral Document after Agent and U.S. Bank National Association as Depositary to enter into the applicable Collateral Documents on behalf of and for the benefit of such Lender or otherwise and to require the delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and agrees to be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required bound by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion terms of each of the Collateral purported Documents. Anything contained in any of the Loan Documents to be covered therebythe contrary notwithstanding, but subject to Liens permitted under Section 7.0111.08, except each Lender agrees that no Lender shall have any right individually to the extent that realize upon any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent under any Collateral Document or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to Loan Document, it being understood and pledged agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsits designee, and including the Collateral Agent and the Borrower have agreed that Depositary) for the benefit of Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, at the Agent’s written direction, 100 762040188 its designee, including the Collateral Agent will and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party, and such insurer has not denied coverage, or (ii) except as otherwise expressly provided in Section 11.03 hereof, to enter into any amendments or waivers of the Equity Interests Collateral Documents which the Agent determines are necessary or advisable, including, without limitation, those Collateral Documents the form of the Borrower ceasing which are exhibits to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor this Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or.

Collateral Documents. The Collateral Documents, executed by Obligors and such other Persons party thereto, as applicable, in appropriate form for recording, where necessary, together with: (i) Any Collateral Document after delivery thereof acknowledgment copies of all UCC financing statements filed, registered or recorded to perfect the security interests of Bank granted pursuant to Section 4.01the Collateral Documents, 6.11or other evidence reasonably satisfactory to Bank that there has been filed, 6.13 registered or Article XII recorded all financing statements and other filings, registrations and recordings reasonably necessary and advisable to perfect the Liens of Bank granted pursuant to the Collateral Documents, in accordance with applicable law or, with respect to UCC financing statements, in the discretion of Bank, originals thereof in proper form for filing, registration or recording to perfect the security interests of Bank granted pursuant to the Collateral Documents; (ii) UCC financing statement, pending suit, fixture filing, federal and state tax lien and judgment searches as Bank shall for have reasonably requested of each Obligor, and such termination statements or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any reason Persons (other than pursuant Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, if any, and irrevocable proxies and transfer powers executed in blank or other executed endorsements reasonably satisfactory to Bank; (iv) evidence that all other actions reasonably necessary or, in the terms hereof or thereof including as a result reasonable opinion of a transaction not prohibited under this Agreement) cease Bank, desirable to create, or any Lien purported to be perfect and protect the Liens created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document Documents have been taken; (v) funds sufficient to pay any filing or other security purported to be created recording tax or fee in connection with any and all UCC financing statements, documentary stamp or intangible taxes and recording fees payable in connection with the filing of any UCC financing statements (whether due on the applicable CollateralClosing Date or in the future) on including sums due in connecting with any future advances; and (vi) such consents, estoppels, subordination agreements and security interest in any other documents and instruments executed by landlord, tenants and other Persons party to material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments contracts relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the any Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered which Bank shall be granted a Lien, as reasonably requested by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orBank;

Collateral Documents. (i) Any Without limiting the generality of subsection 9.1, each Lender hereby further authorizes Administrative Agent to enter into the Collateral Document after delivery thereof pursuant Documents as secured party on behalf of and for the benefit of Lenders and agrees to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to be bound by the terms hereof of each of the Collateral Documents and the Subsidiary Guaranty; provided that, except as -------- otherwise provided below, Administrative Agent shall not enter into or thereof including as a result consent to any amendment, modification, termination or waiver of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by provision contained in any Collateral Document and the Subsidiary Guaranty without the prior consent of Requisite Lenders. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall be asserted in writing by have any Loan Party not right individually to be, a valid and perfected lien with realize upon any of the priority required by the collateral under any Collateral Document (or other security purported to be created on and the applicable Collateral) on Subsidiary Guaranty, it being understood and security interest in any material portion of the Collateral purported to be covered therebyagreed that all powers, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it rights and pledged remedies under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change and the Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof Lenders in accordance with the Loan Documentsterms thereof. Each Lender hereby authorizes Administrative Agent (i) to release or subordinate Collateral as permitted or required under this Agreement or the Collateral Documents and the Subsidiary Guaranty, and the agrees that a certificate executed by Administrative Agent evidencing such release of Collateral Agent and the Borrower have agreed that the Collateral Agent will shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party and such insurer has not denied coverage, or (ii) to enter into any amendments of the Equity Interests Collateral Documents and the Subsidiary Guaranty to cure any ambiguity, defect or inconsistency or to amend provisions relating to ministerial or administrative matters which do not materially adversely affect the rights of the Borrower ceasing to be pledged Lenders thereunder. In the event Company receives a notice regarding any Subject Lease (as such term is defined in the Closing Date Mortgages) pursuant to clause (b) of item (i) of Schedule -------- 5.2F, Administrative Agent shall release the Security Agreement free Subject Lease of Liens other than Liens subject to record from the Equal Priority Intercreditor Agreement, ---- offending Closing Date Mortgage; provided that the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement Administrative Agent shall be -------- satisfied that such landlord or any nonconsensual Liens arising solely by operation of Law; orlessor claim specified in such notice is in good faith.

Collateral Documents. (ia) Any The Guarantee and Collateral Document after delivery thereof Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of Pledged Stock that constitutes Certificated Securities (as defined in the Uniform Commercial Code), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent together with undated stock powers covering such certificates executed in blank, the grantors thereunder shall have granted to the Administrative Agent a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Sections 7.3(a) and (g), and subject, in the case of Proceeds, to the applicable limitations under Section 9-315 of the Uniform Commercial Code). In the case of Pledged Stock that constitutes General Intangibles or Uncertificated Securities (as defined in the Uniform Commercial Code), when financing statements specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.19(a) and, in the case of Uncertificated Securities, the Administrative Agent has obtained “control” (within the meaning of the Uniform Commercial Code) of such Uncertificated Securities, the grantors thereunder shall have granted to the Administrative Agent a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Proceeds thereof, as security for the Secured Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Sections 7.3(a) and (g), and subject, in the case of Proceeds to the applicable limitations under Section 9-315 of the Uniform Commercial Code). Schedule 5.19(a) specifies the locations in which to file the financing statements which may perfect a legal, valid and enforceable security interest granted under the Guarantee and Collateral Agreement in the Investment Property (as defined in the Guarantee and Collateral Agreement) pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement9-305(c) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orCode.

Collateral Documents. (i) Any Each of the Security Agreement and the Pledge Agreement shall have been duly executed by the Credit Parties and shall have been delivered to the Administrative Agent and shall be in full force and effect on such date and all certificates, agreements or instruments representing or evidencing the Pledged Collateral Document after delivery thereof pursuant (as defined in the Pledge Agreement), accompanied by instruments of transfer and/or stock powers endorsed in blank, shall have been delivered to Section 4.01, 6.11, 6.13 or Article XII the Administrative Agent. (ii) The Administrative Agent shall for any reason have received Mortgages with respect to each of the Mortgaged Properties (other than the Mortgaged Property identified in Part C of Schedule 6.20(a)) and such Mortgages shall be in full force and effect on such date. (iii) The Borrower and each of the other Credit Parties shall have authorized, executed and/or delivered or caused to be delivered each of the following to the Administrative Agent: (A) UCC financing statements in appropriate form for filing under the UCC and any other applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Collateral Documents; (B) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Credit Party or where a filing may be necessary or appropriate to be made in order to perfect the Administrative Agent’s security interest in the Collateral (as defined in the Collateral Documents), copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (C) (i) with respect to each of the Mortgages for those Mortgaged Properties identified in Part A of Schedule 6.20(a), a policy (or commitment to issue a policy) of title insurance issued by a title insurance company acceptable to the Administrative Agent insuring (or committing to insure) the Lien of such Mortgage as a valid Lien on the Mortgaged Properties and fixtures described therein in an amount equal to the amount of insurance obtained for each such Mortgage Property pursuant to the terms hereof Existing Credit Agreement, which policy (or thereof including as a result of a transaction not prohibited under this Agreementcommitment) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing form and substance reasonably satisfactory to the Administrative Agent and have been supplemented by any Loan Party not to besuch endorsements, a valid and perfected lien with the priority required provided that such endorsements are available, as shall be reasonably requested by the Collateral Document Administrative Agent and (ii) with respect to each of the Mortgages for those Mortgaged Properties identified in Part A of Schedule 6.20(a) (other than the Mortgaged Property identified as the “Claremore Regional Hospital” in Part A of Schedule 6.20(a)), an affidavit, sufficient to cause the title insurance company to remove or limit the survey and unrecorded easement exceptions from the title insurance policy (or other security purported commitment) and issue so-called comprehensive coverage with respect to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except each such Mortgaged Properties to the extent that any such perfection or priority so-called comprehensive coverage is not required pursuant available in the applicable jurisdiction; and (D) with respect to Section 6.11 or 6.13 or Article XII or results from the failure each of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession Mortgages for those Mortgaged Properties identified in Part B of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to Schedule 6.20(a), title searches conducted by a Loan Party’s change of name or jurisdiction of formation (solely title insurance company acceptable to the extent that Administrative Agent setting forth the Borrower provides the Collateral Agent written notice thereof state of title for each such Mortgaged Property, in accordance with the Loan Documents, form and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property substance reasonably satisfactory to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of LawAdministrative Agent; orand

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of such Loan Party in the Collateral described therein subject only to Permitted Liens; and financing statements have been filed in the offices in all of the jurisdictions listed in the schedule to the Security Agreement. (b) Each Mortgage (if any) when delivered under Section 6.15 will be effective to grant to the Agent for the benefit of the Lenders a legal, valid and enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 4.016.15, 6.11will be subject to a legal, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createvalid, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid enforceable and perfected first priority deed of trust; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also will create a legal, valid, enforceable and perfected first lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on on, and security interest in any material portion in, all right, title and interest of the Collateral purported to be Company or such Subsidiary (as the case may be) under such Mortgage in all personal property and fixtures which is covered therebyby such Mortgage, subject to Liens permitted under Section 7.01no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the extent that any such perfection or priority is not required Agent pursuant to Section 6.11 or 6.13 or Article XII or results from the failure 6.15, and Permitted Liens. (c) All representations and warranties of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession such Loan Party and any of Collateral actually delivered to it and pledged under its Subsidiaries party thereto contained in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, are true and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orcorrect.

Collateral Documents. Without limiting the generality of clause (ia) Any of this Section 10.01, each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Document after delivery thereof pursuant Agent and Depositary to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by enter into any Collateral Document shall as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and agrees to be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required bound by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion terms of each of the Collateral purported Documents. Anything contained in any of the Loan Documents to be covered therebythe contrary notwithstanding, but subject to Liens permitted under Section 7.0111.08, except each Lender agrees that no Lender shall have any right individually to the extent that realize upon any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent under any Collateral Document or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to Loan Document, it being understood and pledged agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsits designee, and including the Collateral Agent and the Borrower have agreed that Depositary) for the benefit of Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent will and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party, and such insurer has not denied coverage, or (ii) except as otherwise expressly provided in Section 11.01 hereof, to enter into any amendments or waivers of the Equity Interests Collateral Documents which the Agent determines are necessary or advisable, including, without limitation, those Collateral Documents the form of the Borrower ceasing which are exhibits to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor this Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason Documents (other than pursuant the Mortgages, subject to (b) below, and the collateral assignments of tenant’s rights in leases) are effective to create in favor of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of Borrower and its Subsidiaries in the Collateral described therein; and financing statements have been filed (or, in the case of UCC-1 financing statements delivered on the Closing Date, executed and delivered in the proper form for filing) in the offices in all of the jurisdictions listed in the schedules to the terms hereof or thereof including as a result Guarantee and Collateral Agreement. (b) Each Mortgage when delivered will be effective to grant to the Collateral Agent for the benefit of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Secured Creditors, a legal, valid and perfected enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the real property and fixtures described therein. When each such Mortgage is duly recorded in the appropriate land records offices and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a perfected first priority mortgage lien on such mortgaged property (or, as required by Section 7.03(b), a perfected second priority mortgage lien on such mortgaged property), subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Document (or other security purported to be created on the applicable Collateral) on Agent, and such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of Borrower or such Subsidiary under such Mortgage in any material portion of the Collateral purported to be all fixtures which are covered therebyby such Mortgage, subject to Liens permitted under Section 7.01no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually title policies and title endorsements thereto delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and Permitted Liens. (c) The provisions of the Borrower have agreed that Guarantee and Collateral Agreement, after giving effect to the filing of UCC-1 financing statements in the offices set forth on the schedules to the Guarantee and Collateral Agreement and completion of the filings and other actions described in Schedule 3 to the Guarantee and Collateral Agreement, shall be effective to create, in favor of the Collateral Agent will be responsible Agent, for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any ratable benefit of the Equity Interests Secured Creditors, a fully perfected first Lien on, and security interest in, all right, title and interest of Borrower and the Borrower ceasing to be pledged pursuant to Guarantors in the Security “Collateral”, as defined in the Guarantee and Collateral Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or(except for Permitted Liens). 60

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a result of a transaction not prohibited under this Agreement) cease to createfully perfected Lien on, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion all right, title and interest of the relevant Loan Parties in the Collateral purported to be covered therebydescribed therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 7.016.02), except (ii) in the 50 case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent that any perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such perfection or priority is not required pursuant Pledged Collateral and, subject to Section 6.11 or 6.13 or Article XII or results from the failure 9-315 of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor AgreementUCC, the Crossing Lien Intercreditor Agreementproceeds thereof, as security for the Obligations, prior and superior in right to any other Customary Intercreditor Agreement or any nonconsensual person (except for Liens arising solely by operation of Law; orpermitted under Section 6.02),

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Such Uniform Commercial Code amendments relating financing statements and fixture filings naming each Borrower as debtor (appropriately completed) shall have been filed in such jurisdictions as the Administrative Agent may request to a Loan Party’s change of name or jurisdiction of formation (solely perfect the Liens granted to the extent that Lenders in this Agreement, the Borrower provides Security Documents and the other Credit Documents; (ii) Such Uniform Commercial Code termination statements (appropriately completed) shall have been filed in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to the Lenders in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (iii) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (e)(i) above or such other jurisdictions as the Administrative Agent written notice thereof deems necessary reflecting no other financing statements or filings which evidence Liens of other Persons in accordance the Collateral which are prior to the Liens granted to the Lenders in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (e)(ii) above; (iv) Such additional searches as the Administrative Agent may request in connection with the Loan Documentsperfection of any security interest or the recording of any real estate documents, including judgment searches, litigation searches, tax lien searches, bankruptcy searches or any other searches deemed necessary by the Administrative Agent in its discretion; (v) The stock certificates representing all of the outstanding Equity Securities owned by the Borrowers and each Subsidiary of a Borrower, in each case pledged to the Collateral Administrative Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged Lenders pursuant to the Security Agreement free of Liens (or any other than Liens subject pledge or security agreement), together with undated stock powers duly executed by the applicable Borrower in blank and attached thereto to the Equal Priority Intercreditor Agreementextent not previously delivered; (vi) A Control Agreement with each bank at which a Borrower maintains a deposit account in the United States of America, each appropriately completed, duly executed by such Borrower, and the Crossing Lien Intercreditor AgreementAdministrative Agent and acknowledged by the depositary bank to which addressed; (vii) A Control Agreement with each securities intermediary at which a Borrower maintains a securities account in the United States of America, any other Customary Intercreditor Agreement each appropriately completed, duly executed by such Borrower, and the Administrative Agent and acknowledged by the securities intermediary to which addressed to the extent not previously delivered; (viii) The Deeds of Trust, or any nonconsensual Liens arising solely by operation of Law; ormodifications thereto, as applicable, shall have each been duly executed and recorded in all appropriate jurisdictions;

Collateral Documents. (i) Any Evidence that upon the filing of appropriate financing statements the Administrative Agent will have a valid, perfected first priority Lien on all Collateral Document after delivery thereof pursuant as to Section 4.01which a security interest can be perfected by filing a financing statement, 6.11, 6.13 subject to Permitted Liens; (ii) Evidence that all existing Indebtedness of the Loan Parties has been or Article XII shall for any reason concurrently with the Closing Date is being repaid in full (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this AgreementIndebtedness described on Section 5.02(a) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to Disclosure Schedules) and a satisfactory arrangement concerning the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure termination of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Liens securing such Indebtedness; (iii) Uniform Commercial Code amendments relating search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (e)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement or and has made a satisfactory arrangement concerning the termination of the Liens securing such Indebtedness pursuant to subsection (e)(ii) above; (iv) A Control Agreement with each bank at which the Borrower or any Guarantor maintains a deposit account, each appropriately completed, duly executed by such Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Administrative Agent and acknowledged by the depositary bank to which addressed, excluding any accounts covered under the proviso in Section 5.02(p) above; (v) A Control Agreement with each securities intermediary at which the Borrower have agreed that or any Guarantor maintains a securities account, each appropriately completed, duly executed by such Loan Party, and the Collateral Administrative Agent will be responsible and acknowledged by the securities intermediary to which addressed; (vi) Appropriate documents for filing such amendments) with the United States Patent and continuation statements Trademark Office, the United States Copyright Office and except as all other filings necessary to Collateral consisting of real property perfect the security interests granted to the extent that such losses are covered Administrative Agent by a lender’s title insurance policy the Security Documents, all appropriately completed and such insurer has not denied coverageduly executed by the applicable Loan Party and, or where appropriate, notarized; (iivii) any A Power of Attorney in the Equity Interests of the Borrower ceasing to be pledged pursuant form attached to the Security Agreement free of Agreement, dated the Closing Date and otherwise appropriately completed, duly executed by the Borrower and each Guarantor and notarized; (viii) Such other documents, instruments and agreements as the Administrative Agent may request to establish and perfect the Liens other than Liens subject granted to the Equal Priority Intercreditor Administrative Agent or any Lender in this Agreement, the Crossing Lien Intercreditor Security Documents and the other Credit Documents; and (ix) Such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender Party in this Agreement, the Security Documents and the other Credit Documents are or upon the proper filings shall be perfected and prior to the Liens of other Persons in the Collateral, except for any other Customary Intercreditor such Liens which are expressly permitted by this Agreement or any nonconsensual Liens arising solely by operation of Law; orto be prior.

Collateral Documents. (a) Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) Any upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for this SECTION 11.12(c). (d) Upon any reason (other than sale and transfer of Collateral which is expressly permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Requisite Lenders or all of the Lenders, a valid as applicable, and perfected lien with the priority required upon at least five (5) Business Days' prior written request by the Collateral Document Borrower, the Agent shall (or other security purported and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to be created on evidence the applicable Collateral) on and security interest in any material portion release of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except granted to the extent Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; PROVIDED, HOWEVER, that (i) the Agent shall not be required to execute any such perfection document on terms which, in the Agent's opinion, would expose the Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Obligations or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. (i1) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant An amendment to the terms hereof or thereof including as a result Memorandum of a transaction not prohibited under this Agreement) cease Purchase Agreement adding the Tract 2 Land to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be Property covered thereby, duly executed by Lessee and Lessor and appropriately notarized for recording, and evidence that such amendment has been properly recorded in the Official Records of the County of Marin, California; (2) Evidence that the Lease Agreement, the Assignment of Lease and the Lessor Deed of Trust, or amendments thereto, have been properly recorded in the Official Records of the County of Marin, California; (3) An extended coverage owner's policy or binder of title insurance (or a commitment therefor) for the Tract 2 Land insuring Lessor's fee simple title to such Property (subject to Liens permitted under Section 7.01such exceptions as Agent may approve), except in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (4) An extended coverage lender's policy of title insurance (or a commitment therefor) for the extent that any Tract 2 Land insuring the validity and priority of the Lease Agreement 3.02-1 (subject to such perfection exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (5) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Tract 2 Land insuring the validity and priority is not required pursuant of the Lessor Deed of Trust (subject to Section 6.11 such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or 6.13 re-insurance (or Article XII commitments therefor) as Agent may require; (6) Copies of all leases for the Tract 2 Land and all other documents, instruments and agreements recorded against or results otherwise affecting such Property, including all amendments, extensions and other modifications thereof; (7) Subordination, non-disturbance and attornment agreements from the failure lessee under each of the Collateral Agent or leases for the trustee under Tract 2 Land; (8) Such consents and estoppels, with appropriate mortgagee protection language, as are requested by Agent, each duly executed by the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file appropriate Person; (9) Such Uniform Commercial Code amendments relating financing statements and fixture filings (appropriately completed and executed) for filing in such jurisdictions as Agent may request to a Loan Party’s change perfect the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents; (10) Such Uniform Commercial Code termination statements (appropriately completed and executed) for filing in such jurisdictions as Agent may request to terminate any financing statement evidencing Liens of name or jurisdiction of formation (solely other Persons in the Collateral which are prior to the extent Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens which are expressly permitted by the Operative Documents to be prior; (11) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to item B.(9) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens (a) which are expressly permitted by the Operative Documents to be prior or (b) for which Agent has received a termination statement pursuant to item B.(10) above; (12) Such other documents, instruments and agreements as Agents may reasonably request to establish and perfect the Liens granted to any Lessor Party in the Lessee Security Documents, the Lessor Deed of Trust, the Lessor Security Agreement and the other Operative Documents; and (13) Such other evidence as Agent may request to establish that the Borrower provides Liens granted to Agent or any Participant in the Collateral Agent written notice thereof in accordance with the Loan Lessee Security Documents, the Lessor Deed of Trust, the Lessor Security Agreement and the Collateral Agent other Operative Documents are perfected and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property prior to the extent that Liens of other Persons in the Collateral, except for any such losses Liens which are covered expressly permitted by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing Operative Documents to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orprior.

Collateral Documents. Without limiting the generality of clause (ia) Any of this Section 10.01, each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Document after delivery thereof pursuant Agent and Depositary to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by enter into any Collateral Document shall as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and agrees to be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required bound by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion terms of each of the Collateral purported Documents. Anything contained in any of the Loan Documents to be covered therebythe contrary notwithstanding, but subject to Liens permitted under Section 7.0111.08, except each Lender agrees that no Lender shall have any right individually to the extent that realize upon any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent under any Collateral Document or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to Loan Document, it being understood and pledged agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsits designee, and including the Collateral Agent and the Borrower have agreed that Depositary) for the benefit of Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, at the Agent's discretion, its designee, including the Collateral Agent will and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party, and such insurer has not denied coverage, or (ii) except as otherwise expressly provided in Section 11.03 hereof, to enter into any amendments or waivers of the Equity Interests Collateral Documents which the Agent determines are necessary or advisable, including, without limitation, those Collateral Documents the form of the Borrower ceasing which are exhibits to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor this Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. The Indenture (iexcluding Supplement 49) Any Collateral Document constitutes, and when Supplement 49 to the Indenture is executed and delivered by the Borrower and the Trustee and filed and recorded, the Indenture will constitute, a direct and valid lien upon all of the properties and assets of the Borrower specifically or generally described or referred to in the Indenture as being subject to the lien thereof, and will create a similar lien upon all properties and assets acquired by the Borrower after delivery thereof pursuant the date hereof which are required to Section 4.01be subjected to the lien of the Indenture, 6.11when acquired by the Borrower, 6.13 or Article XII shall and subject, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property; the descriptions of all such properties and assets contained in the granting clauses of the Indenture 4901-7167-4261.21 are correct and adequate for the purposes of the Indenture; and the Indenture (excluding Supplement 49 to the Indenture) has been duly recorded as a mortgage and deed of trust of real estate, and any reason required filings (other than pursuant with respect to filing Supplement 49 to the terms hereof Indenture) with respect to personal property and fixtures subject to the lien of the Indenture have been duly made in each place in which such recording or thereof including as a result filing is required to protect, preserve and perfect the lien of a transaction not prohibited under this Agreement) cease to create, or any Lien purported the Indenture; and all Taxes and recording and filing fees required to be created by any Collateral Document shall paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents and the issuance of the Secured Note (other than with respect to filing Supplement 49 to the Indenture) have been paid; Supplement 49 to the Indenture will be asserted duly recorded or filed within 90 days of the Closing Date in writing by any Loan Party not the real and personal property records in each place in which the Indenture (excluding Supplement 49 to bethe Indenture) has been recorded or filed and in all other places required to protect, a valid preserve and perfected perfect the lien of the Indenture, and all Taxes and recording and filing fees required to be paid with respect to the priority required by execution, recording or filing of Supplement 49 to the Collateral Document Indenture will be paid. Upon filing of Supplement 49 to the Indenture (or other security purported to be created on notices thereof) and financing statements in the official public records of the applicable Collateral) on jurisdictions, the lien and security interest so perfected shall be first and prior to any other lien or security interest on the Borrower’s right, title and interest in any material portion of the Collateral purported Trust Estate (excluding the “Easements” listed on Exhibit A through Exhibit A-42 to be covered therebythe Indenture), subject to Liens permitted under Section 7.01, except only to the extent that any such perfection or priority is not required pursuant exceptions referred to Section 6.11 or 6.13 or Article XII or results from in the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, Permitted Liens and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orEncumbrances.

Collateral Documents. (ia) Any Collateral Document after delivery thereof pursuant The Security Agreement is effective to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted create in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure favor of the Collateral Agent or for the trustee under ratable benefit of the Senior Notes Indenture to maintain possession of Collateral actually delivered to it Secured Parties a legal, valid and pledged under enforceable security interest in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely as defined therein), and when UCC financing statements in appropriate form are filed in the offices specified on Schedule 3 to the extent that Security Agreement, the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property Security Agreement shall constitute a fully perfected Lien (to the extent that such losses are covered Lien may be perfected by the filing of a lender’s UCC financing statement) on, and security interest in, all right, title insurance policy and such insurer has not denied coverage, or (ii) any interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.2. When the certificates evidencing all Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject or the Pledge Agreement are delivered to the Equal Priority Collateral Agent or the First Lien Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Crossing Liens in such Equity Interests shall be fully perfected first priority security interests, perfected by “control” as defined in the UCC. (b) Each Mortgage, when duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien Intercreditor Agreementon all of such Loan Party’s right, title and interest in and to the Material Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective Mortgaged Property is located, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Material Real Estate and the proceeds thereof, in each case prior and superior in right to any other Customary Intercreditor Agreement or any nonconsensual Person, other than with respect to Liens arising solely expressly permitted by operation Section 7.2. (c) No Mortgage encumbers improved Real Estate that is located in an area that has been identified by the Secretary of Law; orHousing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.

Collateral Documents. The Administrative Agent shall have received: (a) the Pledge and Security Agreement, dated as of the Closing Date, duly executed and delivered by an Authorized Officer of the Parent, the Borrower and each Subsidiary Guarantor together with (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than the certificates evidencing all of the issued and outstanding shares of Capital Securities pledged pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Pledge and Security Agreement) cease to create, or any Lien purported to be created by any Collateral Document which certificates in each case shall be asserted accompanied by undated instruments of transfer duly executed in writing by blank, or, if any Loan Party not such shares of Capital Securities pledged pursuant to bethe Pledge and Security Agreement are uncertificated securities, a valid and perfected lien with the priority required by the Collateral Document Trustee shall have obtained "control" (or as defined in the UCC) over such shares of Capital Securities) and such other security purported instruments and documents as shall be necessary in the reasonable opinion of the Administrative Agent under applicable law to be created on perfect (subject to certain Permitted Liens) the applicable Collateral) on and first priority security interest in any material portion of the Collateral Trustee in such shares of Capital Securities; (ii) executed copies of UCC financing statements (Form UCC-1) naming each such Obligor executing the Pledge and Security Agreement as a debtor and the Collateral Trustee as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary in the reasonable opinion of the Administrative Agent and its counsel, to perfect the security interests of the Collateral Trustee pursuant to the Pledge and Security Agreement; and (iii) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing effective financing statements which name such Obligor (under its present name and certain of its previous names) as the debtor and which are filed in certain of the jurisdictions in which filings are to be made pursuant to clause (ii) above, together with copies of such financing statements; and (b) counterparts of a Mortgage, dated as of the Closing Date, encumbering each Mortgaged Property and duly executed by the respective Obligor holding a fee interest in such Mortgaged Property, in form for recording in the recording office of each political subdivision where such Mortgaged Property is located, together with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent or Collateral Trustee, desirable effectively to create a valid, perfected first priority Lien, subject to Permitted Liens, against the Mortgaged Property purported to be covered thereby; (ii) evidence of the payment of (or satisfactory arrangements for the payment of) all Title Policy premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each Mortgage as may be necessary in the reasonable opinion of the Administrative Agent, to create a valid, perfected first priority Lien against the Mortgaged Property identified in such Mortgage, subject only to Liens permitted under Section 7.01Permitted Liens; (iii) with respect to each Mortgage, except a mortgagee's title insurance policy or signed commitment to issue such policy in favor of the Collateral Trustee, as mortgagee for the ratable benefit of the Secured Parties, in an amount equal to 105% of the fair market value of the Mortgaged Property, and in form and substance and issued by insurers, in each case reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interest created by the Mortgage constitutes a valid first priority perfected Lien on the Mortgaged Property and fixtures described therein free and clear of all defects and encumbrances, other than Permitted Liens, such policy to include, to the extent that any available, a revolving credit endorsement, comprehensive endorsement, variable rate endorsement, first loss, last dollar, survey, contiguity, doing business, access and utilities endorsements, mechanic's lien endorsement, and such perfection or priority is not required pursuant other endorsements as the Administrative Agent shall reasonably request, and such policy to Section 6.11 or 6.13 or Article XII or results from be accompanied by evidence of the failure payment in full of all premiums thereon (such policy, the "Title Policy"); (iv) with respect to each Mortgage, such UCC financing statements as may be necessary to perfect the Lien of the Collateral Agent or Trustee, for the trustee under benefit of the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under Secured Parties (as defined in the Collateral Documents Trust Agreement) on the fixtures granted in such Mortgage; (v) opinions of counsel to the Obligors in each jurisdiction set forth in Item 5.1.9(c) of the Disclosure Schedule where a Mortgaged Property is located, in each case in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; (vi) a Survey with respect to each Mortgaged Property; (vii) such other affidavits, certificates, approvals, opinions or documents as the Administrative Agent may reasonably request; and (c) the Collateral Trust Agreement, dated as of the Closing Date, duly executed and delivered by each Person party thereto. The Administrative Agent and its counsel shall be reasonably satisfied that (i) the Lien granted to file Uniform Commercial Code amendments relating the Collateral Trustee, for the benefit of the Secured Parties (as defined in the Collateral Trust Agreement), in the Collateral (subject to certain Permitted Liens) is a first priority (or local equivalent thereof) security interest, and (ii) no Lien exists on any of the Collateral (as defined in the Pledge and Security Agreement) other than Permitted Liens and the Lien created in favor of the Collateral Trustee, for the benefit of the Secured Parties (as defined in the Collateral Trust Agreement), pursuant to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orDocument.

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority (subject only to the security interest of BofA as agent for the lenders under the Existing Credit Agreement) security interest in all right, title and interest of each Loan Party and its Subsidiaries in the collateral described therein; and financing statements have been filed in the appropriate offices of the State of Nevada. (b) The Deed of Trust and each other Mortgage when delivered will be effective to grant to the Agent for the benefit of the Lenders a legal, valid and enforceable deed of trust lien on all the right, title and interest of the mortgagor under the Deed of Trust or such Mortgage in the mortgaged Property described therein. When the Deed of Trust or each such other Mortgage is duly recorded in ▇▇▇▇▇ County, Nevada and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged Property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 4.01 is subject to a legal, valid, enforceable and perfected first priority deed of trust (subject to the priority of the deed of trust in favor of BofA as agent for the lenders under the Existing Credit Agreement); and when financing statements have been filed in ▇▇▇▇▇ County, Nevada, such Mortgage also creates a legal, valid, enforceable and perfected first lien (subject, as to priority, only to the lien of BofA as agent for the lenders under the Existing Credit Agreement) on, and security interest in, all right, title and interest of each Loan Party or such Subsidiary under the Deed of Trust or such other Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 4.01, 6.11and Permitted Liens. (c) All representations and warranties of each Loan Party, 6.13 or Article XII shall for of any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid its Subsidiaries and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under Parent contained in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement Guaranty or any nonconsensual Liens arising solely by operation of Law; orParent Collateral Document are true and correct.

Collateral Documents. On or before the Amendment Effective Date, the Collateral Agent shall have received, on behalf of the Holders, (i) Any a joinder agreement in respect of the Subsidiary Guarantee duly executed by each of Columbia and CPH in favor of the Collateral Document after delivery thereof pursuant to Section 4.01Agent, 6.11(ii) a joinder agreement in respect of the Subsidiary Security Agreement duly executed by each of Columbia and CPH in favor of the Collateral Agent, 6.13 or Article XII shall for any reason (other than pursuant iii) a pledge by the Company in favor of the Collateral Agent, in form and substance satisfactory to the terms hereof Collateral Agent, providing the Collateral Agent with a first priority perfected security interest in the Intercompany Note and any other agreements evidencing indebtedness owed by CPLP or thereof including as a result of a transaction not prohibited under this Agreementits Subsidiaries to the Company, (iv) cease to create, any documents or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required instruments reasonably requested by the Collateral Document (or other security purported Agent to be created on evidence the applicable Collateral) on pledge by the Company and CPH of the Capital Stock of CPLP held by the Company and CPH, respectively, which pledge shall provide the Collateral Agent with a first priority perfected security interest in such Capital Stock, (v) any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection documents or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of instruments reasonably requested by the Collateral Agent or to evidence the trustee under pledge by the Senior Notes Indenture to maintain possession Company of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change Capital Stock of name or jurisdiction of formation (solely to Columbia held by the extent that the Borrower provides Company, which pledge shall provide the Collateral Agent written notice thereof with a first priority perfected security interest in accordance with the Loan Documentssuch Capital Stock, and (vi) any documents or instruments reasonably requested by the Collateral Agent and to evidence the Borrower have agreed that pledge by Columbia of the Capital Stock of CPH held by Columbia, which pledge shall provide the Collateral Agent will be responsible for filing with a first priority perfected security interest in such amendmentsCapital Stock, and (vii) an amendment to the General Security Agreement and the Subsidiary Security Agreement, each in form and substance satisfactory to the Collateral Agent, (A) adding "investment property" to the description of the Collateral, (B) correcting the account number of the Cash Concentration Account (as defined in each of the General Security Agreement and the Subsidiary Security Agreement) and continuation statements (C) permitting the Company and except as its Restricted Subsidiaries to Collateral consisting transfer amounts from the Cash Concentration Account to one or more permitted investment accounts for the purpose of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ormaking temporary investments.

Collateral Documents. (i) Any A security agreement duly executed by the Borrower, each Domestic Subsidiary (other than any Domestic Subsidiary of the Target) and Bidco, in form and substance satisfactory to the Administrative Agent, granting to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest (subject only to Permitted Liens) in the Collateral Document after delivery thereof described therein (together with each other security agreement delivered pursuant to Section 4.015.01(n), 6.11in each case as amended, 6.13 supplemented or Article XII shall otherwise modified from time to time in accordance with its terms, each a "SECURITY AGREEMENT"), together with: (A) proper, duly executed financing statements under the Uniform Commercial Code (or such other filing under similar foreign law) of all jurisdictions (domestic or foreign) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement; (B) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed that name the Borrower or any reason Domestic Subsidiary as debtor, together with copies of such financing statements; (other than pursuant to C) evidence of the insurance required by the terms hereof or thereof including as a result of a transaction not prohibited under this the Security Agreement; (D) cease certificates representing the Pledged Shares referred to createin the Security Agreement, or any Lien purported accompanied by undated stock powers executed in blank and irrevocable proxies; and (E) in the case of Bidco, all action necessary to be created by any Collateral Document shall be asserted in writing by any Loan Party not allow the Administrative Agent to be, obtain a valid and enforceable, first priority, perfected lien security interest in all of the capital stock of Target then owned by Bidco. (ii) A guaranty in form and substance satisfactory to the Administrative Agent, (as hereafter amended, supplemented or otherwise modified from time to time in accordance with its terms, the "SUBSIDIARY GUARANTY"), duly executed by each Domestic Subsidiary of the Borrower and Bidco. (iii) Evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, customary to perfect and protect the first priority required Lien created by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered therebyDocuments has been taken; provided, subject to Liens permitted under Section 7.01however, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, Lenders hereby acknowledge and the Collateral Agent and agree that their obligations to make any Advance to enable the Borrower have agreed that to facilitate the Collateral Agent purchase of Target Shares and pay off the Existing Credit Agreement during the Certain Funds Period will not be responsible for filing such amendments) and continuation statements and except as to Collateral consisting dependent upon the satisfaction of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or this clause (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; oriii).

Collateral Documents. (i) Any Collateral Document with respect to a material portion of the Collateral after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall pursuant to the provisions of any Collateral Document for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease ceases to create, or any Lien purported to be created by any Collateral Document with respect to a material portion of the Collateral shall be asserted in writing by any Loan Party (prior to the satisfaction of the Termination Conditions) not to be, a valid and perfected lien Lien with the priority required by the such Collateral Document (or other security purported to be created on the applicable Collateral) on on, and security interest in in, any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Administrative Agent or the trustee under Collateral Agent (or their respective agents, designees or bailees in accordance with the Senior Notes Indenture terms of the First Lien/Second Lien Intercreditor Agreement and/or any other Intercreditor Agreement) to maintain possession of Collateral actually delivered to it the Collateral Agent (or its agent, designee or bailee pursuant to the First Lien/Second Lien Intercreditor Agreement and/or any other Intercreditor Agreement) and pledged under the Collateral Documents or Documents, to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan DocumentsSecurity Agreement, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and or continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. The Collateral Documents, executed by each Loan Party, in appropriate form for recording, where necessary, together with: (i) Any copies of all UCC-l, UCC-2 and UCC-3 financing statements to be filed to perfect or amend the security interests of the Administrative Agent for the benefit of the Lenders, or other evidence satisfactory to the Administrative Agent that there have been filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect or amend the perfection of the Liens of the Administrative Agent for the benefit of the Lenders in accordance with applicable law, or, with respect to the Mortgaged Property, evidence satisfactory to the Administrative Agent that the executed Mortgages (or Deed of Trust Amendments) with respect to the Mortgaged Property shall have been delivered to Chicago Title Insurance Company in recordable form on or prior to the Effective Date for recording or, in the case of Mortgaged Properties for which Mortgages have not previously been delivered under the Existing Credit Agreement, within 60 days from the Effective Date; (ii) written advice relating to such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral Document after delivery thereof pursuant is subject to Section 4.01, 6.11, 6.13 or Article XII shall for no other Liens in favor of any reason Persons (other than Permitted Liens); (iii) to the extent not previously delivered pursuant to the terms hereof Existing Credit Agreement, receipt by the Administrative Agent of all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank with signatures guaranteed as the Administrative Agent may specify; (iv) funds sufficient to pay any filing or thereof including as a result recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages (or Deed of a transaction Trust Amendments); (v) to the extent not prohibited under this previously delivered pursuant to the Existing Credit Agreement) cease to create, surveys and surveyor’s certification already within the possession or any Lien purported to be created by any Collateral Document shall be asserted in writing by within the control of any Loan Party not as to beall real property and all land covered by a lease in respect of which there is delivered a Mortgage; (vi) proof of payment of all title insurance premiums, a valid documentary stamp or intangible taxes, recording fees and perfected lien mortgage taxes payable in connection with the recording of any Mortgage (or Deed of Trust Amendments) or the issuance of the title insurance policies or endorsements thereto (whether due on the Effective Date or in the future) including sums due in connection with any future advances; (vii) to the extent not previously delivered pursuant to the Existing Credit Agreement, such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Administrative Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Administrative Agent or any Lender; and (viii) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent or the Lenders, desirable to perfect and protect the first priority required Lien created by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and to enhance the Collateral Agent Administrative Agent’s ability to preserve and protect its and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) Lenders’ interests in and continuation statements and except as to Collateral consisting of real property access to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orCollateral;

Collateral Documents. (i1) Any Collateral Document after delivery thereof Evidence that the Lease Agreement, the Assignment of Lease, and the Lessor Deed of Trust, delivered pursuant to Section 4.01items A(2), 6.11, 6.13 or Article XII shall for any reason (other than A(7) and A(8) and the Memorandum of Purchase Agreement relating to the Purchase Agreement delivered pursuant to item A(3) with respect to the terms hereof Tract 1 Land have been properly recorded in the Official Records of Marin County; (2) An extended coverage owner's policy or thereof binder of title insurance (or a commitment therefor) for the Property insuring Lessor's fee simple estate to the Tract 1 Land (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (3) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Tract 1 Land insuring the validity and priority of the Lease Agreement (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (4) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Tract 1 Land insuring the validity and priority of the Lessor Deed of Trust (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (5) Copies of all leases for the Tract 1 Land and all other documents, instruments and agreements recorded against or otherwise affecting the Property, including all amendments, extensions and other modifications thereof; (6) Subordination, non-disturbance and attornment agreements from the lessee under each of the leases for the Tract 1 Land; (7) Such consents and estoppels, with appropriate mortgagee protection language, as a result of a transaction not prohibited under this Agreement) cease to createare requested by Agent, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required each duly executed by the Collateral Document appropriate Person; (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file 8) Such Uniform Commercial Code amendments relating financing statements and fixture filings (appropriately completed and executed) for filing in such jurisdictions as Agent may request to a Loan Party’s change perfect the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents; (9) Such Uniform Commercial Code termination statements (appropriately completed and executed) for filing in such jurisdictions as Agent may request to terminate any financing statement evidencing Liens of name or jurisdiction of formation (solely other Persons in the Collateral which are prior to the extent Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens which are expressly permitted by the Operative Documents to be prior; (10) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to item B(8) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens (a) which are expressly permitted by the Operative Documents to be prior or (b) for which Agent has received a termination statement pursuant to item B(9) above; (11) Such other documents, instruments and agreements as Agents may reasonably request to establish and perfect the Liens granted to any Lessor Party in the Lessee Security Documents, the Lessor Deed of Trust, the Lessor Security Agreement and the other Operative Documents; (12) Such other evidence as Agent may request to establish that the Borrower provides Liens granted to Agent or any Participant in the Collateral Agent written notice thereof in accordance with the Loan Lessee Security Documents, the Lessor Deed of Trust, the Lessor Security Agreement and the Collateral Agent other Operative Documents are perfected and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property prior to the extent that Liens of other Persons in the Collateral, except for any such losses Liens which are covered expressly permitted by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing Operative Documents to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Lawprior; orand

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Such Uniform Commercial Code amendments relating financing statements and fixture filings (appropriately completed and executed) for filing in such jurisdictions as the Administrative Agent may request to a Loan Party’s change of name or jurisdiction of formation (solely perfect the Liens granted to the extent that Administrative Agent in this Agreement, the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, Security Documents and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or other Credit Documents; (ii) Such Uniform Commercial Code termination statements (appropriately completed and executed) for filing in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (iii) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to SUBSECTION (d)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement pursuant to SUBSECTION (d)(ii) above; (iv) The stock certificates representing all of the Equity Interests outstanding capital stock of Empress Casino Joliet and each other Loan Party pledged to the Borrower ceasing to be pledged Administrative Agent pursuant to the Security Agreement free Documents and existing on the Restatement Effective Date, together with undated stock powers duly executed by the appropriate Loan Party in blank and attached thereto; (v) Appropriate documents for filing with the United States Patent and Trademark Office and all other filings necessary to perfect the security interests granted to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by each Loan Party and, where appropriate, notarized; (vi) An ALTA standard coverage Lender's policy of Liens other than Liens title insurance (or a commitment therefor) insuring the validity and priority of the Joliet Mortgage (subject only to such exceptions as the Administrative Agent may approve), in such amounts and with such endorsements as the Administrative Agent may require, issued by a title insurer acceptable to the Administrative Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as the Administrative Agent may require; (vii) A survey of all real property owned by Empress Casino Joliet; (viii) Each title policy insuring the Administrative Agent's Lien on the real property subject to the Equal Priority Intercreditor Existing Mortgages shall be endorsed with CLTA Form 110.5 or other appropriate endorsements including, without limitation, revised tie-in endorsements, for the purpose of assuring continuing coverage of the Credit Documents insured thereunder, together with such policies of co-insurance or re-insurance (or commitments therefor) as the Administrative Agent may require; (ix) Preliminary title reports or lot book guarantees issued by a title insurer acceptable to the Administrative Agent with respect to the Joliet Real Property; (x) Environmental reports and assessments satisfactory to the Administrative Agent issued by environmental consultants acceptable to the Administrative Agents with respect to the with respect to the Joliet Real Property; (xi) An officer's certificate of the Borrowers certifying that each Loan Party possess all material environmental permits necessary for the conduct of their businesses, together with copies of all such permits; (xii) An abstract of title for each Vessel; (xiii) Such documentation as the Administrative Agent may reasonably request to release the Intercompany Baton Rouge Mortgage, duly executed by the relevant Loan Party and appropriately notarized; (xiv) Such other documents, instruments and agreements as the Administrative Agent may reasonably request to establish and perfect the Liens granted in this Agreement, the Crossing Lien Intercreditor Security Documents and the other Credit Documents; and (xv) Such other evidence as the Administrative Agent may request to establish that the Liens granted in this Agreement, the Security Documents and the other Credit Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orPermitted Liens.

Collateral Documents. (ia) Any The provisions of the Collateral Document after delivery thereof pursuant Documents are effective to Section 4.01, 6.11, 6.13 or Article XII shall create in favor of the Administrative Agent for any reason (other than the ratable benefit of the Lender Parties pursuant to the terms hereof Security Agreement, a legal, valid and enforceable security interest in the Collateral owned by such Loan Party, and the Security Agreement, together with the filings of Form UCC-1 and assignment of certain of such Form UCC-1's or thereof including Form UCC-3 in all relevant jurisdictions creates a first Lien on, and security interest in all of the Collateral described therein, subject to no other Liens other than Liens permitted under Section 6.1. Except for titled vehicles, vessels and other collateral which may not be perfected through the filing of financing statements under the Uniform Commercial Code and which have an aggregate fair market value of less than $1,000,000, all such Liens have been or, upon the filing of the financing statements delivered on the Closing Date, will be fully perfected Liens except for Liens permitted under Section 6.1. The Intellectual Property Security Agreement creates (assuming all necessary filings with the United States Patent and Trademark Office and the United States Copyright Office have been appropriately and duly made), as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien security for the Obligations purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to besecured thereby, a valid and enforceable, and upon the recordation in the United States Patent and Trademark Office and in the United States Copyright Office of assignments for security made pursuant to the Intellectual Property Security Agreement, perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion and Lien on the trademarks, patents and copyrights covered by the Intellectual Property Security Agreement in favor of the Collateral purported Administrative Agent for the ratable benefit of the Secured Parties, superior to be covered therebyand prior to the rights of all third Persons. The Borrower and its Subsidiaries have good and marketable title to all Collateral, subject to free and clear of all Liens except Liens permitted under Section 7.016.1. (b) The security interests created in favor of Administrative Agent, except to as pledgee for the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure benefit of the Collateral Agent or the trustee Lenders under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free and the Holdings Pledge Agreement together with the delivery of the certificates pursuant thereto and delivery of appropriate endorsements executed in blank, constitute first perfected security interests in the Pledged Shares and Pledged Debt (as such terms are defined in the Security Agreement and the Holdings Pledge Agreement) pledged under such agreements, subject to no security interests of any other Person other than Permitted Liens and unperfected Liens permitted under Section 6.1(g). Except as set forth in the Security Agreement and the Holdings Pledge Agreement, no filings, registrations or recordings which have not been made or will not have been made (or submitted for recordation) within ten (10) Business Days after the Closing Date are required in order to perfect the security interests created in the Pledged Shares or Pledged Debt under the Security Agreement or Holdings Pledge Agreement. (c) Assuming the Mortgages are appropriately and duly filed and recorded, the Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and Lien on all of the real property listed on Schedule 4.20 subject to a Mortgage and the Mortgaged Property (including, without limitation, all fixtures and improvements relating to such Mortgaged Property and affixed or added thereto on or after the Closing Date) in favor of the Administrative Agent (or such other trustees that may be named therein) for the ratable benefit of the Lender Parties, superior to and prior to the rights of all third Persons (except that the security interest created in such real property and the Mortgaged Property may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orpermitted under Section 6.1).

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 4.01 or Article XII 6.12 shall for any reason (other than pursuant to the terms hereof thereof or thereof including as a result of a transaction not prohibited under this Agreementany act or omission of the Administrative Agent or Secured Party) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, create a valid and perfected lien with the first priority required Lien (subject to Liens permitted by the Collateral Document (or other security purported to be created on the applicable CollateralSection 7.01) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except ; or Notwithstanding anything to the extent contrary contained in this Section 8.01, in the event that Holdings fails to comply with the requirements of the covenant contained in Section 7.11, until the 10th day subsequent to delivery of the related Compliance Certificate, Sponsor shall have the right, but in any event no more than two (2) times in any four consecutive fiscal - quarter period, to make cash contributions to the capital of the Borrower in an amount equal to the amount necessary to cure the relevant failure to comply with the covenant contained in Section 7.11 and to contribute any such perfection or priority is not required cash to the common equity capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to Section 6.11 or 6.13 or Article XII or results from the failure exercise by Sponsor of such Cure Right such covenant shall be recalculated giving effect to the following pro forma adjustments: (A) Consolidated Adjusted EBITDA shall be increased, in accordance with the definition thereof, solely for the purpose of measuring the relevant covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (B) if, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the Collateral Agent covenant contained in Section 7.11, Holdings shall be deemed to have satisfied the requirements of the covenants contained in Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the trustee under covenant contained in Section 7.11 which had occurred shall be deemed cured for all purposes of this Agreement and the Senior Notes Indenture to maintain possession of Collateral actually delivered to it other Loan Documents; and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Collateral Agent written notice thereof in accordance Consolidated Leverage Ratio for the period with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing respect to which such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orCompliance Certificate applies.

Collateral Documents. (a) Each Loan Party and the Second Lien Representative, on behalf of itself and the Second Lien Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Lien Collateral Documents or any of the documents governing the Second Lien Obligations inconsistent with or in violation of this Agreement. (b) Each of the Loan Parties and the First Lien Representative, on behalf of itself and the First Lien Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Lien Collateral Documents or the documents governing the Fist Lien Obligations inconsistent with or in violation of this Agreement. (c) In the event the First Lien Representative enters into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Collateral Document without the consent of or action by any Second Lien Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that, (i) Any Collateral Document after delivery thereof pursuant to Section 4.01no such amendment, 6.11, 6.13 waiver or Article XII consent shall for any reason (other than pursuant have the effect of removing assets subject to the terms hereof or thereof including as a result Lien of a transaction not prohibited under this Agreement) cease to create, or any Second Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01Document, except to the extent that any a release of such perfection or priority Lien is not required pursuant to permitted by Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents4.02, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Equity Interests Second Lien Secured Parties and does not affect the First Lien Secured Parties in a like or similar manner shall not apply to the Second Lien Collateral Documents without the consent of the Borrower ceasing to Second Lien Representative and (iii) notice of such amendment, waiver or consent shall be pledged pursuant given to the Security Agreement free of Liens other Second Lien Representative no later than Liens subject 10 days prior to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orits effectiveness.

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery Documents are effective to create in favor of the Administrative Agent, for the benefit of the Banks, a legal, valid and enforceable (subject to any qualifications on enforceability set forth in the Opinions of Counsel) first priority security interest in all right, title and interest of the Borrower or CRG, as applicable, in the Collateral described therein. (b) Each Deed of Trust, when delivered, will be effective to grant to the Administrative Agent, for the benefit of the Banks, a legal, valid and enforceable (subject to any qualifications on enforceability set forth in the Opinions of Counsel) lien on all the right, title and interest of the Borrower or CRG, as applicable, in the Property described therein. When each such Deed of Trust is duly recorded and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate deeds of trust or mortgages generally, each such Property, subject to the encumbrances and exceptions to title set forth in the title policies delivered to the Administrative Agent pursuant to Section 4.014.1.6(e), 6.11, 6.13 or Article XII shall for any reason (other than encumbrances approved by the Administrative Agent ---------------- pursuant to this Agreement, and encumbrances for which the terms hereof Administrative Agent's consent or thereof including as a result of a transaction approval is not prohibited required under this AgreementAgreement (collectively, the "Permitted Encumbrances"), will be subject to a legal, valid, enforceable ---------------------- (subject to any qualifications on enforceability set forth in the Opinions of Counsel) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected first priority lien. When financing statements have been duly filed, such Deed of Trust shall also create a legal, valid, enforceable (subject to any qualifications on enforceability set forth in the Opinions of Counsel) and perfected first lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on on, and security interest in any material portion in, all right, title and interest of the Collateral purported to be Borrower or CRG, as applicable, in all personal property and fixtures covered therebyby such Deed of Trust, subject to no other Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure Permitted Liens. (c) All representations and warranties of the Collateral Agent Borrower or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under CRG, as applicable, contained in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, are true and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orcorrect.

Collateral Documents. The Administrative Agent shall have received: (a) the Pledge and Security Agreement, dated as of the Closing Date, duly executed and delivered by an Authorized Officer of the Parent, the Borrower and each Subsidiary Guarantor together with (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than the certificates evidencing all of the issued and outstanding shares of Capital Securities pledged pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Pledge and Security Agreement) cease to create, or any Lien purported to be created by any Collateral Document which certificates in each case shall be asserted accompanied by undated instruments of transfer duly executed in writing by blank, or, if any Loan Party not such shares of Capital Securities pledged pursuant to bethe Pledge and Security Agreement are uncertificated securities, a valid and perfected lien with the priority required by the Collateral Document Trustee shall have obtained “control” (or as defined in the UCC) over such shares of Capital Securities) and such other security purported instruments and documents as shall be necessary in the reasonable opinion of the Administrative Agent under applicable law to be created on perfect (subject to certain Permitted Liens) the applicable Collateral) on and first priority security interest in any material portion of the Collateral Trustee in such shares of Capital Securities; (ii) executed copies of UCC financing statements (Form UCC-1) naming each such Obligor executing the Pledge and Security Agreement as a debtor and the Collateral Trustee as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary in the reasonable opinion of the Administrative Agent and its counsel, to perfect the security interests of the Collateral Trustee pursuant to the Pledge and Security Agreement; and (iii) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing effective financing statements which name such Obligor (under its present name and certain of its previous names) as the debtor and which are filed in certain of the jurisdictions in which filings are to be made pursuant to clause (ii) above, together with copies of such financing statements; and (b) counterparts of a Mortgage, dated as of the Closing Date, encumbering each Mortgaged Property and duly executed by the respective Obligor holding a fee interest in such Mortgaged Property, in form for recording in the recording office of each political subdivision where such Mortgaged Property is located, together with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent or Collateral Trustee, desirable effectively to create a valid, perfected first priority Lien, subject to Permitted Liens, against the Mortgaged Property purported to be covered thereby; (ii) evidence of the payment of (or satisfactory arrangements for the payment of) all Title Policy premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each Mortgage as may be necessary in the reasonable opinion of the Administrative Agent, to create a valid, perfected first priority Lien against the Mortgaged Property identified in such Mortgage, subject only to Liens permitted under Section 7.01Permitted Liens; (iii) with respect to each Mortgage, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lendermortgagee’s title insurance policy or signed commitment to issue such policy in favor of the Collateral Trustee, as mortgagee for the ratable benefit of the Secured Parties, in an amount equal to 105% of the fair market value of the Mortgaged Property, and in form and substance and issued by insurers, in each case reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interest created by the Mortgage constitutes a valid first priority perfected Lien on the Mortgaged Property and fixtures described therein free and clear of all defects and encumbrances, other than Permitted Liens, such policy to include, to the extent available, a revolving credit endorsement, comprehensive endorsement, variable rate endorsement, first loss, last dollar, survey, contiguity, doing business, access and utilities endorsements, mechanic’s lien endorsement, and such insurer has not denied coverageother endorsements as the Administrative Agent shall reasonably request, and such policy to be accompanied by evidence of the payment in full of all premiums thereon (such policy, the “Title Policy”); (iv) with respect to each Mortgage, such UCC financing statements as may be necessary to perfect the Lien of the Collateral Trustee, for the benefit of the Secured Parties (as defined in the Collateral Trust Agreement) on the fixtures granted in such Mortgage; (v) opinions of counsel to the Obligors in each jurisdiction set forth in Item 5.1.9(c) of the Disclosure Schedule where a Mortgaged Property is located, in each case in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; (vi) a Survey with respect to each Mortgaged Property; (vii) such other affidavits, certificates, approvals, opinions or documents as the Administrative Agent may reasonably request; and (c) the Collateral Trust Agreement, dated as of the Closing Date, duly executed and delivered by each Person party thereto. The Administrative Agent and its counsel shall be reasonably satisfied that (i) the Lien granted to the Collateral Trustee, for the benefit of the Secured Parties (as defined in the Collateral Trust Agreement), in the Collateral (subject to certain Permitted Liens) is a first priority (or local equivalent thereof) security interest, and (ii) no Lien exists on any of the Equity Interests Collateral (as defined in the Pledge and Security Agreement) other than Permitted Liens and the Lien created in favor of the Borrower ceasing to be pledged Collateral Trustee, for the benefit of the Secured Parties (as defined in the Collateral Trust Agreement), pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ora Loan Document.

Collateral Documents. (a) The provisions of each of the Collateral Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of a Credit Party and its Subsidiaries in the collateral described therein (except (i) Any Collateral Document after delivery thereof pursuant up to Section 4.01$500,000 of AGI's inventory, 6.11which is on consignment with Avon at Avon's facility in Ohio, 6.13 or Article XII (ii) up to $500,000 of Klearfold's inventory, which is on consignment with Colgate at Colgate's facility in Puerto Rico and (iii) such other inventory held on consignment as the Agent shall for any reason (other than pursuant approve in writing); and financing statements have been delivered to the terms hereof Agent on the Closing Date to be filed in the offices in all of the jurisdictions listed in the schedule to the Security Agreement, and each Intellectual Property Assignment has been delivered to the Agent on the Closing Date to be filed in the U.S. Patent and Trademark Office and the U.S. Copyright Office. (b) Each Mortgage, if and when delivered, will be effective to grant to the Agent for the benefit of the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Mortgage in the Mortgaged Property described therein. If and when each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgaged Property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent and Permitted Liens, will be subject to a legal, valid, enforceable and perfected first priority mortgagor or thereof including deed of trust, as the case may be; and when financing statements have been filed in the offices listed in the schedule to such Mortgage, such Mortgage will also create a result legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of a transaction not prohibited such Credit Party or such Subsidiary under this Agreementsuch Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent and Permitted Liens. (c) cease The provisions of each Pledge Agreement are effective to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to befavor of the Agent for the benefit of the Lenders, a legal, valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and enforceable security interest in any material portion all of the collateral described therein; and the Pledged Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except was delivered to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof its nominee in accordance with the Loan Documentsterms thereof. The Lien of each Pledge Agreement constitutes a perfected, first priority security interest in all right, title and interest of a Credit Party or its Subsidiary, as the case may be, in the Collateral Agent described therein, prior and the Borrower have agreed that superior to all other Liens and interests. (d) All representations and warranties of a Credit Party and any of its Subsidiaries party thereto contained in the Collateral Agent will be responsible for filing such amendments) Documents are true and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orcorrect.

Collateral Documents. (a) Each Lender authorizes the Agent to -------------------- enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations other than the Agent shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than pursuant to contingent indemnity obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms hereof of the applicable Loan Document; or thereof including as a result of a transaction not prohibited under this Agreement(iii) cease to createif approved, authorized or any Lien purported to be created by any Collateral Document shall be asserted ratified in writing by any Loan Party not the Required Lenders, unless such release is required to be, a valid and perfected lien with be approved by all of the priority required Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to this Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or11.12(c). ----------------

Collateral Documents. Each of the Collateral Documents, once executed and delivered, will be effective to create in favor of the Collateral Agent for the benefit of the secured parties named therein, legal, valid and enforceable liens on, and security interests in, all property pledged or granted as Collateral pursuant to the Collateral Documents. When (i) Any the Mortgages are recorded in the official real property records of the County and State where the real property which comprises a part of the Collateral Document after delivery thereof pursuant to (the “Mortgage Collateral”) is located, and all filing fees and mortgage recording taxes payable with respect thereto have been paid in full, (ii) financing statements and other filings in appropriate form are filed in the offices specified in Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant 2 to the terms hereof Perfection Certificate, and (iii) the Collateral Agent has taken possession or thereof including as a result control of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document (which possession or control shall be asserted in writing given to the Collateral Agent to the extent possession or control by any Loan Party not to be, a valid and perfected lien with the priority Collateral Agent is required by the applicable Collateral Document (or other security purported to be Document), the liens created on by the applicable Collateral) on Collateral Documents shall constitute fully perfected, and as the Mortgage Collateral first priority, liens on, and security interests in, all right, title and interest in any material portion of the Collateral purported to be covered therebyGrantors in the Collateral, subject to Liens permitted under Section 7.01, except to the extent that any under applicable law such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of security interest in the Collateral Agent (other than Mortgage Collateral) can be perfected by such filings or the trustee under the Senior Notes Indenture to maintain such possession of Collateral actually delivered to it or control and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that under applicable law such security interest in the Borrower provides the Mortgage Collateral Agent written notice thereof can be perfected by such recording, in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as each case subject to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of no Liens other than Permitted Liens subject (as to all Collateral other than the Mortgage Collateral) or Permitted Encumbrances (as to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orMortgage Collateral).

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery Documents are effective to create in favor of the Bank, a legal, valid and enforceable first priority security interest in all right, title and interest of the Company in the collateral described therein. (b) Each Deed of Trust when delivered will be effective to grant to the Bank a legal, valid and enforceable deed of trust/mortgage lien on all the right, title and interest of the mortgagor under such Deed of Trust in the Mortgaged Property described therein. When each such Deed of Trust is duly recorded in the offices listed on the schedule to such Deed of Trust and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Bank pursuant to Section 4.014.03, 6.11is subject to a legal, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createvalid, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid enforceable and perfected first priority deed of trust; and when financing statements have been filed in the offices specified in such Deed of Trust, such Deed of Trust also creates a legal, valid, enforceable and perfected first lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on on, and security interest in any material portion in, all right, title and interest of the Collateral purported to be Company under such Deed of Trust in all personal property and fixtures which is covered therebyby such Deed of Trust, subject to Liens permitted under Section 7.01no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the extent that any such perfection or priority is not required Bank pursuant to Section 6.11 or 6.13 or Article XII or results from the failure 4.03 and Permitted Liens. (c) All representations and warranties of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under Company contained in the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, are true and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orcorrect.

Collateral Documents. Collateral Documents executed by each Loan Party in appropriate form for recording, where necessary, together with: (i) Any evidence satisfactory to the Administrative Agent that there has been or will be filed, registered or recorded all filings, registrations, recordings and UCC financing statements (including in-lieu UCC financing statements), necessary and advisable to perfect the Liens of the Administrative Agent for the benefit of the Administrative Agent, the Issuers and the Lenders in accordance with applicable law; (ii) a duly completed perfection certificate from each Loan Party, in the form attached hereto as Exhibit I; (iii) in the case of each U.K. Subsidiary of BHI that is a Loan Party, searches from Companies House showing no encumbrances on the charges registered with respect to such Person and in the case of each U.S. Subsidiary of BHI, written advice relating to such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral Document after delivery thereof pursuant is subject to Section 4.01, 6.11, 6.13 or Article XII shall for no other Liens in favor of any reason Person (other than pursuant to Permitted Liens); (iv) all certificates and instruments representing the terms hereof Pledged Collateral and stock transfer powers executed in blank as the Administrative Agent or thereof including as a result of a transaction not prohibited under this Agreementthe Lenders may specify; (v) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that requested by the Administrative Agent, funds sufficient to pay any such perfection filing or priority is not required pursuant to Section 6.11 recording tax or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it fee in connection with any and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation all UCC financing statements; (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed vi) evidence that the Collateral Agent will be responsible for filing has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such amendments) consents, estoppels, subordination agreements, waivers and continuation statements other documents and instruments executed by landlords, tenants, bailees, warehousemen and other Persons party to material contracts relating to any Collateral located in the United States, except as Collateral constituting Excluded Offsite Inventory and Equipment (including, without limitation, a duly executed landlord waiver with respect to Collateral consisting each parcel of leased real property of BHI and its Subsidiaries located in the United States, in form and substance satisfactory to the extent that such losses are covered by Administrative Agent) to which the Collateral Agent shall be granted a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any Lien for the benefit of the Equity Interests Administrative Agent, the Issuers and the Lenders, as reasonably requested by the Administrative Agent; (viii) evidence that all other actions necessary or, in the opinion of the Borrower ceasing Administrative Agent, desirable to be pledged pursuant perfect and protect the first priority Liens (subject to Permitted Liens) created by the Collateral Documents, and to enhance the Administrative Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken; and (ix) a fully executed First Amendment to Deed of Trust, Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, Assignment of Leases and Rents and financing statement, dated as of the Crossing Lien Intercreditor date hereof, regarding the Deed of Trust, Security Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation Assignment of Law; orLeases and Rents and Financing Statement dated as of March 31, 2000 and recorded on April 6, 2000 as Document No. 2000-022116 in the Office of the County Clerk of Clackamas County, Oregon;

Collateral Documents. Without limiting the generality of clause (ia) Any of this Section 10.01, each Lender hereby further authorizes the Agent to appoint U.S. Bank National Association as Collateral Document after delivery thereof pursuant Agent and Depositary to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by enter into any Collateral Document shall as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and agrees to be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required bound by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion terms of each of the Collateral purported Documents. Anything contained in any of the Loan Documents to be covered therebythe contrary notwithstanding, but subject to Liens permitted under Section 7.0111.08, except each Lender agrees that no Lender shall have any right individually to the extent that realize upon any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent under any Collateral Document or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to Loan Document, it being understood and pledged agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsits designee, and including the Collateral Agent and the Borrower have agreed that Depositary) for the benefit of 107 Loan Agreement Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent will and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party, and such insurer has not denied coverage, or (ii) except as otherwise expressly provided in Section 11.03 hereof, to enter into any amendments or waivers of the Equity Interests Collateral Documents which the Agent determines are necessary or advisable, including, without limitation, those Collateral Documents the form of the Borrower ceasing which are exhibits to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor this Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Article IV or Section 4.01, 6.11, 6.13 or Article XII 6.12 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreementthereof) cease to createcreate a valid and perfected First Priority Lien (subject to Liens permitted by Section 7.01), on Collateral purported to be covered thereby, with an aggregate fair market value for such Collateral of $5,000,000, for any reason other than the failure of Administrative Agent to maintain control over any Collateral in its possession; or(a) any material provision of any Loan Document ceases to be, or is asserted in writing by Holdings, any Lien Borrower or any Restricted Subsidiary not to be, for any reason, a legal, valid and binding obligation of any party thereto, (b) any security interest purported to be created by any Collateral Document shall be and to extend to assets that are not immaterial to Holdings, any Borrower and the Restricted Subsidiaries on a consolidated basis ceases to be, or is asserted in writing by the Parent Borrower or any other Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be securities, assets or properties covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of validity, perfection or priority is not required pursuant results from the limitations of foreign laws, rules and regulations as they apply to Section 6.11 pledges of Equity Interests in Foreign Subsidiaries or 6.13 the application thereof, or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral certificates actually delivered to it and representing securities pledged under the a Collateral Documents Document or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are loss is covered by a lender’s title insurance policy and the Collateral Agent is reasonably satisfied with the credit of such insurer has not denied coverage, or (iic) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orthe

Collateral Documents. The due and punctual payment of the principal of, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (i) Any to the extent permitted by law), if any, on the Notes and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.7 herein, and the Notes, shall be secured as provided in the Collateral Document after delivery thereof pursuant to Section 4.01Documents. The Trustee, 6.11the Company and each Guarantor hereby agree that the Collateral Trustee shall hold the Collateral in trust for the benefit of all of the Secured Parties, 6.13 or Article XII shall for any reason (other than in each case pursuant to the terms hereof of the Collateral Documents. Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or thereof including may be amended from time to time in accordance with their terms and authorizes and directs (i) the Collateral Trustee, with respect to each of the Collateral Documents to which it is a party, and (ii) the Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Trustee and each Holder, by accepting the Notes, acknowledges that, as a result of a transaction not prohibited under this Agreement) cease to createmore fully set forth in the Collateral Documents, the Collateral as now or any Lien purported to be created by any Collateral Document hereafter constituted shall be asserted held for the benefit of all the Secured Parties, and that the Lien of this Indenture and the Collateral Documents in writing by any Loan Party not respect of the Collateral Trustee and the Holders is subject to be, a valid and perfected lien with the priority required qualified and limited in all respects by the Collateral Document (or other security purported to Documents and actions that may be created on taken thereunder. As among the applicable Collateral) on and security interest Holders, except for the priority described in any material portion of the Collateral purported Documents with respect to be covered therebythe Tranche A Exchange Notes, subject to Liens permitted under Section 7.01the Collateral as now or hereafter constituted, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any interest of the Equity Interests Holders thereon, shall be held for the equal and ratable benefit of the Borrower ceasing to be pledged pursuant to the Security Agreement free Holders without preference, priority or distinction of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any thereof over any other Customary Intercreditor Agreement by reason of difference in time of issuance, sale or any nonconsensual Liens arising solely by operation of Law; orotherwise, as security for the Notes.

Collateral Documents. Without limiting the generality of clause (ia) Any of this Section 10.01, each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Document after delivery thereof pursuant Agent and Depositary to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by enter into any Collateral Document shall as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and agrees to be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required bound by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion terms of each of the Collateral purported Documents. Anything contained in any of the Loan Documents to be covered therebythe contrary notwithstanding, but subject to Liens permitted under Section 7.0111.08, except each Lender agrees that no Lender shall have any right individually to the extent that realize upon any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent under any Collateral Document or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to Loan Document, it being understood and pledged agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentsits designee, and including the Collateral Agent and the Borrower have agreed that Depositary) for the benefit of Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent will and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be responsible for filing conclusive evidence of such amendments) and continuation statements and except release as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy any third party, and such insurer has not denied coverage, or (ii) except as otherwise expressly provided in Section 11.03 hereof, to enter into any amendments or waivers of the Equity Interests of Collateral Documents which the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement Agent determines are necessary or any nonconsensual Liens arising solely by operation of Law; oradvisable,

Collateral Documents. (ia) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result The provisions of a transaction not prohibited under this Agreement) cease each Pledge Agreement are effective to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure favor of the Collateral Agent or for the trustee under benefit of the Senior Notes Indenture to maintain possession Lenders, a legal, valid and enforceable first priority security interest in all of the collateral described therein; and the Pledged Collateral actually was delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof or its nominee in accordance with the Loan Documentsterms thereof. The Lien of each Pledge Agreement constitutes a perfected, first priority security interest in all right, title and interest of the Company or such Subsidiary, as the case may be, in the Collateral described therein, prior and superior to all other Liens and interests. (b) The provisions of each of the Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of the Company and its Subsidiaries in the collateral described therein, subject only to any Permitted Liens. The chief executive office and the Borrower principal books and records of the Company and each Guarantor will be located at its address set forth on SCHEDULE A to the Security Agreement, and when financing statements have agreed that been filed in the appropriate offices in the jurisdictions corresponding to such locations and when such other actions as are each described in each of the Collateral Agent will be responsible for filing Documents, each of the Collateral Documents shall constitute a perfected security interest in all right, title and interest of such amendments) and continuation statements Person, as the case may be, in the Collateral described therein, and except for Permitted Liens existing on the Closing Date and whose priority cannot be superseded by the provisions hereof or of any Collateral Document and filings hereunder or thereunder, a perfected first lien on, and security interest in, all right, title and interest of such Person, as to the case may be, in the Collateral consisting described in each Collateral Document. (c) All representations and warranties of real property to the extent that such losses Company and any of its Subsidiaries party thereto contained in the Collateral Documents are covered by a lender’s title insurance policy true and such insurer has not denied coverage, or correct.". (e) ARTICLE VII OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY (i) REDESIGNATING CLAUSE (f) OF SECTION 7.02 AS CLAUSE (g) AND (ii) any ADDING THE FOLLOWING NEW CLAUSE (f) TO SECTION 7.02: -4- 5 (f) ACCOUNT RECEIVABLE AGING REPORT. Within forty-five (45) days after the end of each fiscal quarter (commencing with the fiscal quarter ended March 31, 2000), an account receivable aging report (the "Account Receivable Aging Report") of the Equity Interests Company by segment as defined in the Company's Form 10-K for the fiscal year ended December 31, 1999. Each Account Receivable Aging Report shall include such detail as the Agent may reasonably require and shall be signed by the president or the chief financial officer or treasurer of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of LawCompany; orand".

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, Section 6.11 or Section 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreementthe Loan Documents) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien Lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII the Guarantee and Security Principles, the Collateral and Guarantee Requirement or results from the failure of the Collateral Administrative Agent or the trustee under the Senior Notes Indenture Collateral Agent to maintain possession or control of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower Representative provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower Representative have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower Borrowers ceasing to be pledged pursuant to the a Security Agreement (other than pursuant to the terms hereof, including as a result of a transaction not prohibited under the Loan Documents, or pursuant to the terms of any Collateral Document) free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; orPermitted Liens;

Collateral Documents. (a) Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason upon termination of the Aggregate Revolving Loan Commitment and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by any Loan Party not to bethe Required Lenders or all of the Lenders, a valid as applicable, and perfected lien with the priority required upon at least five (5) Business Days’ prior written request by the Collateral Document Borrower to the Agent, the Agent shall (or other security purported and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to be created on evidence the applicable Collateral) on and security interest in any material portion release of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except granted to the extent Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such perfection document on terms which, in the Agent’s opinion, would expose the Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Secured Obligations or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to or any Subsidiary Guarantor in respect of) all interests retained by the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor AgreementBorrower or any Subsidiary Guarantor, including, without limitation, the Crossing Lien Intercreditor Agreementproceeds of the sale, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation all of Law; orwhich shall continue to constitute part of the Collateral.

Collateral Documents. (a) Each Lender authorizes the Agent to enter into the Pledge Agreements and each of the other Collateral documents contemplated thereby (collectively, the "Collateral Documents") to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the holders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Agent upon any Collateral and/or (z) release any Guarantor from its obligations under the Guaranty (i) Any upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 this SECTION 11.12(C). (d) Upon any sale or Article XII shall for any reason (other than transfer of assets constituting Collateral which is permitted pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to createany Loan Document, or any Lien purported consented to be created by any Collateral Document shall be asserted in writing by the Required Lenders or all of the Lenders, as applicable, or consummation of any Loan Party not to be, transaction involving the sale of all or substantially all of the assets of a valid Guarantor and perfected lien with the priority required upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral Document (that was sold or other security purported to be created on transferred or evidence the release of the applicable CollateralGuarantor from its obligations under the Guaranty; PROVIDED, HOWEVER, that (i) on and security interest in any material portion of the Collateral purported Agent shall not be required to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that execute any such perfection document on terms which, in the Agent's opinion, would expose the Agent to liability or priority is not required pursuant to Section 6.11 create any obligation or 6.13 entail any consequence other than the release of such Liens without recourse or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documentswarranty, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) such release shall not in any of manner discharge, affect or impair the Equity Interests Secured Obligations, any other Guarantor's obligations under the Guaranty or any Liens upon (or obligations of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely Subsidiary in respect of) all interests retained by operation the Borrower or any Subsidiary, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.