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. (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. (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 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 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 7.01with the priority required by the applicable Collateral Document, except to as (i) permitted by the extent that terms of any such perfection Loan Document or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure (ii) as a result of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession release 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 such security interest in accordance with the terms of any Loan DocumentsDocument. Notwithstanding the foregoing provisions of this Section 11.1, and in the Collateral Agent and event of a Default or Event of Default arising as a result of (i) the Borrower have agreed that inclusion of any Hotel Property in the Collateral Agent will be responsible for filing such amendmentsUnencumbered Pool at any particular time of reference, (ii) and continuation statements and except as the failure to Collateral consisting of real property to the extent that such losses are covered by make any Subsidiary described in Section 8.14 a lender’s title insurance policy and such insurer has not denied coverageSubsidiary Guarantor (a “Joinder Default”), or (iiiii) any of the failure to pledge the Equity Interests (other than Excluded Pledged Collateral or Collateral Relief Excluded Pledged Collateral, as applicable) in any Pledged Subsidiary pursuant to Section 8.14(c) or Section 8.16(a), as applicable (a “Pledge Default”), if such Default or Event of Default is capable of being cured solely by the exclusion of such Hotel Property from the Unencumbered Pool, or in the case of a Joinder Default, by making such Subsidiary a Subsidiary Guarantor pursuant to the terms of Section 8.14, or in the case of a Pledge Default, by pledging the Equity Interests (other than Excluded Pledged Collateral or Collateral Relief Excluded Pledged Collateral, as applicable) in such Pledged Subsidiary pursuant to the terms of Section 8.14(c) or Section 8.16(a), as applicable, the Borrower shall be permitted a period not to exceed fifteen (15) days from the earlier of (x) the date upon which a Responsible Officer of the Borrower ceasing obtains knowledge of such Default or Event of Default (as applicable) or (y) the date upon which the Borrower has received written notice of such Default or Event of Default from the Administrative Agent to be pledged remove such Hotel Property from the Unencumbered Pool in accordance with, and subject to, Section 4.3 (or in the case of a Joinder Default, to make such Subsidiary a Subsidiary Guarantor pursuant to the Security Agreement free terms of Liens Section 8.14 or in the case of a Pledge Default, to pledge the Equity Interests (other than Liens subject Excluded Pledged Collateral or Collateral Relief Excluded Pledged Collateral, as applicable) in such Pledged Subsidiary pursuant to the Equal Priority Intercreditor Agreementterms of Section 8.14(c) or Section 8.16(a), the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; oras applicable).

Collateral Documents. (ia) Any The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Document after delivery thereof pursuant Documents, according to Section 4.01the terms hereunder or thereunder, 6.11shall be secured as provided in the Collateral Documents, 6.13 or Article XII shall which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for any reason (other than the benefit of the Holders and the Trustee and pursuant to the terms hereof of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or thereof including may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as a result may be reasonably required by the next sentence of a transaction not prohibited under this Agreement) cease Section 12.1, to create, provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to beNotes Secured Parties, 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 Lien and security interest in any material portion and on all of the Collateral purported (subject to be covered therebythe terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. (b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to Liens permitted under Section 7.01any limitations set forth in this Indenture and the Collateral Documents, except including the Applicable Collateral Limitations, within 120 days after the Issue Date. (c) Notwithstanding any provision hereof to the extent that contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any such perfection or priority is not Note Guarantor shall be 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 this 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 Collateral Document to take any action limited by operation of Law; orthe Applicable Collateral Limitations.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (iincluding Additional Amounts, if any) Any 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, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Document after delivery thereof pursuant Documents, according to Section 4.01the terms hereunder or thereunder, 6.11shall be secured as provided in the Collateral Documents, 6.13 or Article XII shall which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for any reason (other than the benefit of the Holders and the Trustee and pursuant to the terms hereof of the Collateral Documents and the First Priority Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or thereof may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as a result security for the Obligations of a transaction not prohibited the Issuers and the Guarantors to the Notes Secured Parties under this Agreement) cease to createIndenture, or any Lien purported to be created by any the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Document shall be asserted in writing by any Loan Party not to beDocuments, 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 Lien and security interest in any material portion and on all of the Collateral purported to be covered thereby, (subject to Liens permitted under Section 7.01the terms of the Intercreditor Agreements and the Collateral Documents), 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, Holders 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 Trustee 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 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. 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. (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. (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. (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 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. 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. 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 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 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. (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. 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. 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 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. 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. 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. 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) 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. (i) Any of the Collateral Document after delivery thereof pursuant Documents ceases 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 createbe in full force and effect, 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 of the Collateral Document (or other security purported Documents ceases to be created on give the applicable Collateral) on and security interest Lenders the Liens in any material portion of the Collateral purported to be covered created thereby, subject to Liens permitted under Section 7.01, except to the extent that or 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 Documents is declared null and void or the trustee Borrower or any Restricted Subsidiary denies in writing that it has any further liability under the Senior Notes Indenture to maintain possession of any Collateral actually delivered to it and pledged under the 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 gives written notice thereof to such effect (in each case, other than in accordance with the Loan Documents, and terms of this Agreement or the terms of the Collateral Agent and Documents); provided that if a failure of the sort described in this clause (k) is susceptible of cure, no Event of Default shall arise under this clause (k) with respect thereto until 30 days after notice of such failure shall have been given to the Borrower have agreed that by the Collateral Administrative Agent will be responsible or the Lenders of not less than 25% of the aggregate principal amount of the then outstanding Loan Obligations. Notwithstanding the foregoing, for filing such amendments) the period from the date of this Agreement until the date which is 90 days after the Closing Date (the “Clean-Up Period”), a breach of any representation or warranty in any Loan Document or any covenant, condition or agreement in any Loan Document existing by reason of circumstances existing on the Closing Date and continuation statements and except as to Collateral consisting of real property relating solely to the extent business or operations of the Target (or any obligation to procure or ensure in relation thereto) shall not constitute a Default if and for so long as the circumstances giving rise to such breach: (i) are capable of being cured during the Clean-Up Period and Borrower and its Subsidiaries are using reasonable efforts to cure such breach (it being understood for the avoidance of doubt that untrue disclosure or financial statements cannot be cured by amending, supplementing or restating such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, disclosure or financial statements); (ii) any of the Equity Interests of the Borrower ceasing have not been knowingly caused or approved by Borrower; and (iii) have not had, and would not reasonably be expected to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreementhave, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; ora Material Adverse Effect.

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. 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. (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. 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. (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. (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. (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. (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. 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 after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII 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 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 7.01with the priority required by the applicable Collateral Document, except to as (i) permitted by the extent that terms of any such perfection Loan Document or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure (ii) as a result of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession release 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 such security interest in accordance with the terms of any Loan DocumentsDocument. Notwithstanding the foregoing provisions of this Section 11.1, and in the Collateral Agent and event of a Default or Event of Default arising as a result of (i) the Borrower have agreed that inclusion of any Hotel Property in the Collateral Agent will be responsible for filing such amendmentsUnencumbered Pool at any particular time of reference, (ii) and continuation statements and except as the failure to Collateral consisting of real property to the extent that such losses are covered by make any Subsidiary described in Section 8.14 a lender’s title insurance policy and such insurer has not denied coverageSubsidiary Guarantor (a “Joinder Default”), or (iiiii) any of the failure to pledge the Equity Interests (other than Excluded Pledged Collateral) in any Pledged Subsidiary pursuant to Section 8.14(c) (a “Pledge Default”), if such Default or Event of Default is capable of being cured solely by the exclusion of such Hotel Property from the Unencumbered Pool, or in the case of a Joinder Default, by making such Subsidiary a Subsidiary Guarantor pursuant to the terms of Section 8.14, or in the case of a Pledge Default, by pledging the Equity Interests (other than Excluded Pledged Collateral) in such Pledged Subsidiary pursuant to the terms of Section 8.14(c), the Borrower shall be permitted a period not to exceed fifteen (15) days from the earlier of (x) the date upon which a Responsible Officer of the Borrower ceasing obtains knowledge of such Default or Event of Default (as applicable) or (y) the date upon which the Borrower has received written notice of such Default or Event of Default from the Administrative Agent to be pledged remove such Hotel Property from the Unencumbered Pool in accordance with, and subject to, Section 4.3 (or in the case of a Joinder Default, to make such Subsidiary a Subsidiary Guarantor pursuant to the Security Agreement free terms of Liens Section 8.14 or in the case of a Pledge Default, to pledge the Equity Interests (other than Liens subject Excluded Pledged Collateral) in such Pledged Subsidiary pursuant to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation terms of Law; orSection 8.14(c)).

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. (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/Second Lien Intercreditor Agreement, any other Customary Pari Passu Intercreditor Agreement (if any) and the Junior Lien Intercreditor Agreement (if any) 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 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. The due and punctual payment of the Principal and premium, if any, of, and interest on (i) Any including Additional Interest), the Securities 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 (to the extent permitted by law), if any, on the Securities 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 Securities, shall be secured as provided in the Collateral Document after delivery thereof pursuant to Section 4.01Documents. The Trustee, 6.11the Company and each 29 35 Subsidiary Guarantor hereby agree that the Collateral Agent shall hold the Collateral in trust for the equal and ratable benefit of all of the secured creditors under the Collateral Documents, 6.13 or Article XII shall for any reason (other than including, without limitation, the Holders and the Trustee and the lenders under the Credit Agreement, in each case 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 therebyDocuments. Each Holder of the Securities, subject to Liens permitted under Section 7.01by its acceptance thereof, except consents and agrees to the extent terms of the Collateral Documents and the Collateral Agent Acknowledgment (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs (i) the Collateral Agent, with respect to each of the Collateral Documents to which it is a party and the Collateral Agent Acknowledgment, and (ii) the Trustee, with respect to the Collateral Agent Acknowledgment, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith: provided, however, that upon qualification of this Indenture with the TIA, if any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure provisions of the Collateral Agent Acknowledgment limits, qualifies or conflicts with the trustee under duties imposed by the Senior Notes Indenture to maintain possession provisions of the TIA, the TIA shall control. The Trustee and each Holder, by accepting the Securities, acknowledges that, as more fully set forth in the Collateral actually delivered to it Documents, the Collateral as now or hereafter constituted shall be held for the equal and pledged ratable benefit of all the secured creditors 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 Documents, including, without limitation, the extent lenders under the Credit Agreement and that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, Lien of this Indenture and the Collateral Agent Documents in respect of the Trustee and the Borrower have agreed that Holders is subject to and qualified and limited in all respects by the Collateral Agent will Documents and actions that may be responsible taken thereunder. As amongst the Holders, the Collateral as now or hereafter constituted shall be held for filing such amendments) the equal 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 Holders without preference, priority or distinction 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 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 Securities.

Collateral Documents. (ia) Any The Security Agreement is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral. Except for filings, notices, consents and registrations contemplated hereby and by the Collateral Document after delivery thereof pursuant Documents, no filing or other action will be necessary to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant perfect such Liens to the terms hereof or thereof including extent that perfection is required under such Collateral Documents. The Liens of the Administrative Agent in the Collateral shall have the priority as a result of a transaction not prohibited under this Agreementrequired by the applicable Collateral Documents. (b) cease Each Mortgage is 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 perfected lien with the enforceable first priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on Liens on, and security interests in, all of the Loan Parties’ right, title and interest in any material portion of and to the Collateral purported to be covered therebyMortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted under Section 7.01the Loan Documents, except and when the Mortgages are filed in the offices specified on Schedule 7(a) to the extent that Perfection Certificate dated the Acquisition Closing Date (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 Loan Documentsprovisions of Sections 6.12 and 6.16, 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 6.12 and 6.16), 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 and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (c) Each Collateral Document delivered pursuant to Sections 6.12 and 6.16 will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Administrative Agent and of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Borrower have agreed that the Collateral Administrative Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that required by any Collateral Document), such losses are covered by a lender’s Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title insurance policy and such insurer has not denied coverage, or (ii) any interest of the Equity Interests of the Borrower ceasing Loan Parties in such Collateral, in each case subject to be pledged pursuant to the Security Agreement free of no Liens other than the Liens subject to permitted under 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 Documents.

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 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. The Indenture (iexcluding Supplement 41) Any Collateral Document constitutes, and when Supplement 41 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 are correct and adequate for the purposes of the Indenture; and the Indenture (excluding Supplement 41 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 41 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 41 to the Indenture) have been paid; Supplement 41 to the Indenture will be asserted duly recorded or filed within 60 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 41 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 41 to the Collateral Document Indenture will be paid. Upon filing of Supplement 41 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-34 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. (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 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 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. On and after the Amendment and Restatement Effective Date: (a) The Security Agreement is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral and, so long as (i) Any Collateral Document after delivery thereof financing statements and other filings in appropriate form continue to be filed in the offices specified on Schedule 5 to the Perfection Certificate (which term, for the purposes of this Section 5.21(a), shall be deemed to mean the Perfection Certificate as most recently updated or supplemented pursuant to Section 4.01, 6.11, 6.13 this Agreement or Article XII another Loan Document) and (ii) the Administrative Agent shall for any reason be in possession or control of the Collateral with respect to which a security interest may be perfected only by possession or control (other than pursuant which possession or control shall be or have been given to the terms hereof Administrative Agent to the extent possession or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created control by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority Administrative Agent is required by the Collateral Document Security Agreement), the Liens created by the Security Agreement shall constitute (or other security purported shall continue to be created on the applicable Collateralconstitute) on and security interest in any material portion of the Collateral purported to be covered thereby, first priority (subject to Liens permitted under the Loan Documents), fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest (A) cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by such filings or by possession or control, as the case may be, or (B) is not required to be perfected pursuant to this Agreement or any other Loan Document), in each case subject to no Liens other than Liens permitted under the Loan Documents. (b) When the Security Agreement or a short form thereof is filed (or continues to be filed) in the United States Patent and Trademark Office and the United States Copyright Office and the filings referred to in clause (i) of Section 7.015.21(a) are made (or continue) as provided in such clause, except the Liens created by such Security Agreement shall constitute (or shall continue to constitute) first priority (subject to Liens permitted under the Loan Documents), fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted under the Loan Documents. (c) Each Collateral Document delivered pursuant to Sections 6.17 and 6.18 will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent that required by any such perfection Collateral Document or priority is not required to be perfected pursuant to Section 6.11 this Agreement or 6.13 or Article XII or results from any other Loan Document), such Collateral Document will constitute first priority (subject to Liens permitted under the failure Loan Documents), fully perfected Liens on, and security interests in, all right, title and interest of the Collateral Agent or Loan Parties in such Collateral, in each case subject to no Liens other than the trustee Liens permitted under the Senior Notes Indenture to maintain possession of Collateral actually Loan Documents. (d) Each Mortgage executed and delivered to it after the Amendment 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 Restatement Effective Date in accordance with the Loan Documentsprovisions of Sections 6.17 and 6.18 will be, upon execution and delivery thereof, effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Collateral Agent Loan Parties’ right, title and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) interest in and continuation statements and except as to Collateral consisting of real property to the extent that Mortgaged Properties thereunder, subject only to (x) on the date of such losses are covered Mortgage, Permitted Encumbrances and (y) after the date of such Mortgage, Liens permitted by a lender’s Section 7.01, and when any Mortgage executed and delivered after the Amendment and Restatement Effective Date in accordance with the provisions of Sections 6.17 and 6.18 is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.17 and 6.18, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title insurance policy and such insurer has not denied coverage, or (ii) any interest of the Equity Interests Loan Parties in the Mortgaged Properties, in each case prior and superior in right to any other Lien, other than (x) on the date of such Mortgage, Permitted Encumbrances and (y) after the date of such Mortgage, Liens permitted by Section 7.01. All written information provided by or on behalf of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens Administrative Agent and any Lender with respect to each Mortgaged Property is 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 5.15 hereof.

Collateral Documents. (ia) Any Each of the Credit Parties and each 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 inconsistent with or in violation of this Agreement. (b) Each of the Credit Parties and each 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 inconsistent with or in violation of this Agreement. (c) Each of the Credit Parties and each Third Lien Representative, on behalf of itself and the Third Lien Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Third Lien Collateral Documents inconsistent with or in violation of this Agreement. (d) In the event any 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 after delivery thereof pursuant or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to Section 4.01any comparable provision of the Comparable Second Lien Collateral Documents and Comparable Third Lien Collateral Documents without the consent of or action by any Second Lien Secured Party or any Third Lien Secured Party (with all such amendments, 6.11, 6.13 or Article XII shall for any reason waivers and modifications subject to the terms hereof); provided that (other than pursuant with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Credit Agreement, the Indentures, the Second Lien Collateral Documents and the Third Lien Collateral Documents), (A) no such amendment, waiver or consent shall 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, any Second Lien Collateral Document or any Third 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 a release of such Lien is permitted by Section 4.02, (B) any such perfection amendment, waiver or priority is consent that materially and adversely affects the rights of the Second Lien Secured Parties or the Third Lien Secured Parties, and does not required pursuant affect the First Lien Secured Parties in a like or similar manner, shall not apply to Section 6.11 the Second Lien Collateral Documents without the consent of the Second Lien Controlling Collateral Parties or 6.13 the Third Lien Collateral Documents without the consent of the Third Lien Controlling Collateral Parties, as applicable, and (C) notice of such amendment, waiver or Article XII or results from consent shall be given to the Second Lien Representatives and the Third Lien Representatives no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof. (e) To the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, in the event any Second Lien Representative enters into any amendment, waiver or consent in respect of any 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 Second Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to file Uniform Commercial Code amendments relating any departures from any provisions of, any Second Lien Collateral Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to a Loan Party’s change any comparable provision of name the Comparable Third Lien Collateral Document without the consent of or jurisdiction action by any Third Lien Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of formation credit and add additional secured creditors and do not violate the express provisions of the Indentures and the Third Lien Collateral Documents), (solely A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Lien Collateral Document, except to the extent that a release of such Lien is permitted by Section 4.02, (B) any such amendment, waiver or consent that materially and adversely affects the Borrower provides rights of the Third Lien Secured Parties and does not affect the Second Lien Secured Parties in a like or similar manner shall not apply to the Third Lien Collateral Documents without the consent of the Third Lien Controlling Collateral Parties and (C) notice of such amendment, waiver or consent shall be given to the Third Lien Representatives no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof. (f) In the event the Existing First Lien Collateral Agent written notice thereof enters into any amendment, waiver or consent in accordance respect of any of the Existing First Lien Collateral Documents related to the Primary Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Existing First Lien Collateral Document in respect of the Primary Collateral or changing in any manner the rights of any parties thereunder in respect of the Primary Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Existing First Lien Collateral Documents without the consent of or action by any other Existing First Lien Collateral Representative (with all such amendments, waivers and modifications subject to the Loan Documentsterms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Credit Agreement, the Indentures, the Second Lien Collateral Documents and the Third Lien Collateral Agent and Documents), (A) no such amendment, waiver or consent shall have the Borrower have agreed that effect of removing assets subject to the Lien of any Second Lien Collateral Agent will be responsible for filing such amendments) and continuation statements and Document or any Third Lien Collateral Document, except as to Collateral consisting of real property to the extent that a release of such losses are covered Lien is permitted by Section 4.02, (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Secured Parties or the Third Lien Secured Parties, and does not affect the First Lien Secured Parties in a lender’s title insurance policy like or similar manner, shall not apply to the Second Lien Collateral Documents without the consent of the Second Lien Controlling Collateral Parties or the Third Lien Collateral Documents without the consent of the Third Lien Controlling Collateral Parties, as applicable, and (C) notice of such insurer has amendment, waiver or consent shall be given to the Second Lien Representatives and the Third Lien Representatives no later than 30 days after its effectiveness, provided that the failure to give such notice shall not denied coverageaffect the effectiveness and validity thereof. It is understood that this Section 6.01(f) shall not be applicable to any amendments, waivers or (ii) consents in respect of any of the Equity Interests of the Borrower ceasing to be pledged pursuant Existing First Lien Collateral Documents related 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; orOther Collateral.

Collateral Documents. (i) Any Such Uniform Commercial Code financing statements (but not fixture filings) (appropriately completed and executed, as needed) 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; (ii) Such Uniform Commercial Code 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 Document after delivery thereof which have priority over 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 have such priority; (iii) Uniform Commercial Code searches from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to Section 4.01subsection (e)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which have priority over the Liens granted to the Administrative Agent in this Agreement, 6.11the Security Documents and the other Credit Documents, 6.13 or Article XII shall except for any reason such prior Liens (a) which are expressly permitted by this Agreement to have such priority or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (e)(ii) above; (iv) The stock certificates, if applicable, representing (A) 100% of the Equity Securities of the Pledged Persons consisting of the Borrower, GWF, and ▇▇▇▇▇▇▇▇ International Limited, and each US Subsidiary, and (B) 100% of the non-voting Equity Securities and 65% of the voting Equity Securities owned by the Pledgor of the Pledged Persons which are Significant Non-US Subsidiaries, in each case pledged to the Administrative Agent pursuant to the Security Agreement or Pledge Agreement (or any other pledge or security agreement) together with, as applicable, undated stock powers or other instruments of transfer duly executed by any applicable Borrower Entity, in blank and attached thereto (it being understood that each Person required to deliver such Stock Certificates or other documentation shall take such other steps as may be requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law); (v) Appropriate documents for filing with the United States Patent and Trademark Office necessary to perfect the security interests granted in the material ▇▇▇▇▇▇▇▇ Trademarks (other than immaterial IP owned by any CBII Entity other than Borrower) to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by any applicable CBII Entity and, where appropriate, notarized or legalized, as applicable; (vi) A certificate of CBII or Borrower certifying that the Significant Parties possess all material environmental permits necessary for the conduct of their respective businesses; (vii) Such other documents, instruments and agreements as the Administrative Agent may reasonably request to establish and perfect the Liens granted to the Administrative Agent or any Lender in the Collateral pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement, the Security Documents and the other Credit Documents; and (viii) cease Such other evidence as the Administrative Agent may reasonably request to create, establish that the Liens granted to the Administrative Agent or any Lien purported to be created by any Collateral Document shall be asserted Lender 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 this Agreement, the failure of Security Documents and 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 other Credit Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation are perfected (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with Credit Documents obligate the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing Parties to provide such amendmentsa perfected first priority Lien) and continuation statements and have priority over the Liens of other Persons in the Collateral, except as to Collateral consisting of real property to the extent that 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 this Agreement 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. (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 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 or Article XII shall for any reason (other than transfer of assets constituting 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 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, 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. (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. (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 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 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 three (3) 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 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 Credit Party) all interests retained by operation the Borrower or any Credit Party, including (without limitation) the proceeds of Law; orthe sale, all of which shall continue to constitute part of the Collateral.

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 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 thereafter); (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 recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (v) to the extent not previously delivered pursuant to the Existing Credit Agreement, surveys and surveyor’s certification as to all real property and all land covered by a result lease in respect of which there is delivered a transaction not prohibited under this Agreement) cease to createMortgage, or any Lien purported to as may 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 Administrative Agent, each in form and substance satisfactory to the Administrative Agent and the Lenders; (vi) proof of payment of all title insurance premiums, documentary stamp or other security purported to be created intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the applicable CollateralEffective Date or in the future) on and security interest including sums due in connection with any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except future advances; (vii) to the extent that any such perfection or priority is not required previously delivered pursuant to Section 6.11 or 6.13 or Article XII or results from the failure 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 Collateral 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 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 Lien created by 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. (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. The Collateral Documents, executed by each Loan Party, in appropriate form for recording, where necessary, together with: (i) Any acknowledgment copies of all UCC-l financing statements filed to perfect the security interests of the Agent for the benefit of the Banks, or other evidence satisfactory to the Agent that there have been filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Agent for the benefit of the Banks in accordance with applicable law, or, with respect to the Mortgaged Property, evidence satisfactory to the Agent that the executed Mortgages with respect to the Mortgaged Property shall have been delivered to Chicago Title Insurance Company in recordable form on or prior to the Closing Date for recording; (ii) written advice relating to such Lien and judgment searches as the 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 pursuant Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank with signatures guaranteed as the Agent may specify; (iv) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (v) with respect to the terms hereof Mortgaged Property, an A.L.T.A. Form B (or thereof including as other form acceptable to the Agent and the Banks) mortgagee policy of title insurance or a result binder issued by a title insurance company satisfactory to the Agent and the Banks insuring (or undertaking to insure, in the case of a transaction not prohibited under this Agreementbinder) cease that each Mortgage creates and constitutes a valid first Lien against the Mortgaged Property contemplated thereby in favor of the Agent, subject only to createexceptions acceptable to the Agent and the Banks, with such endorsements and affirmative insurance as the Agent or any Bank may reasonably request; (vi) surveys and surveyor's certification as to all real property and all land covered by a lease in respect of which there is delivered a Mortgage, or any Lien purported to as may 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 Agent, each in form and substance satisfactory to the Agent and the Banks; (vii) appraisals, in form and substance satisfactory to the Agent and the Majority Banks, of certain real property Collateral; (viii) proof of payment of all title insurance premiums, documentary stamp or other security purported to be created intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the applicable CollateralClosing Date or in the future) on including sums due in connection with any future advances; (ix) such consents, estoppels, subordination agreements and security interest in other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any material portion Collateral as to which the Agent shall be granted a Lien for the benefit of the Collateral purported to be covered therebyBanks, subject to Liens permitted under Section 7.01as requested by the Agent or any Bank; and (x) evidence that all other actions necessary or, except to 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 reasonable 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 Lien created by 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 Agent's ability to preserve and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) protect its 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. (i) Any The Collateral Document after delivery thereof pursuant Documents are 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 benefit of the Senior Notes Indenture to maintain possession Secured Parties) a legal, valid and enforceable Lien in the Collateral described therein and proceeds thereof. In the case of the Collateral actually consisting of certificated securities, when certificates representing such Collateral are 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 in the Borrower have agreed that case of the other Collateral described in the Collateral Documents, when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agent will be responsible shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Restricted Persons in such Collateral and, subject to Section 9-315 of the New York UCC, the proceeds thereof, as security for filing such amendments) the Obligations, the Revolving Obligations, the Existing Term Loan Obligations, the Lender Hedging Obligations, the Other Hedging Obligations, the Senior Note Obligations and continuation statements any other obligations secured by the Collateral Documents, in each case prior and except as superior in right to Collateral consisting any other Person other than Permitted Liens which are permitted to attach under the terms of real property this Agreement. ARTICLE VIAFFIRMATIVE COVENANTS To conform with the terms and conditions under which each Lender is willing to have credit outstanding to the extent Borrower, and to induce each Lender to enter into this Agreement and extend credit hereunder, the Borrower covenants and agrees that such losses are covered by a lender’s title insurance policy until the full and such insurer has not denied coverage, or (ii) any final payment of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens Obligations (other than Liens subject to obligations for taxes, costs, indemnifications, reimbursements, damages and other contingent liabilities in respect of which no claim or demand for payment has been made or, in the Equal Priority Intercreditor Agreementcase of indemnifications, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement no notice been given (or any nonconsensual Liens arising solely by operation of Law; orreasonably satisfactory arrangements have otherwise been made)) :

Collateral Documents. A written guaranty of the Obligations from LT Kids in form and substance acceptable to Antares and BNPP and a Security Agreement from LT Kids in form and substance acceptable to Antares and BNPP granting to the Agent for the benefit of Agent and the Lenders a security interest in and secured first priority Lien on all of its assets to secure such guaranty and the Obligations. In addition, to the extent required by Antares and BNPP, amendments to and/or reaffirmations of the Collateral Documents, in form and substance satisfactory to Antares and BNPP, executed by the Borrower and each Subsidiary of the Borrower party to such Collateral Documents, together with: (i) Any Collateral Document after delivery thereof evidence reasonably satisfactory to the Agent that there has been filed, registered or 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 Section 4.01the Collateral Documents, 6.11in accordance with applicable law; (ii) uniform commercial code financing statement, 6.13 federal and state tax lien and judgment searches as the Agent shall have reasonably requested of the Borrower and any Subsidiary of the Borrower, and such termination statements or Article XII shall for 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 or thereof including Agent, with signatures guaranteed as a result the Agent may require; (iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of a transaction not prohibited under this Agreement) cease the Agent, 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; and (v) funds sufficient to pay any filing or other security purported to be created on the applicable Collateral) on recording tax or fee in connection with any 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; orall UCC-1 financing statements.

Collateral Documents. With respect to each Person which becomes a Significant Domestic Subsidiary subsequent to June 11, 2010, within thirty days of the date such Person becomes a Significant Domestic Subsidiary, cause such new Significant Domestic Subsidiary to execute and deliver to Agent such security agreements and other collateral loan documents (or, if appropriate, joinder agreements to any such existing documents), in each case in form and substance reasonably acceptable to the Agent (but subject to similar limitations and exclusions as those contained in the existing Collateral Documents), as Agent may reasonably require to perfect its lien over such assets as may be perfected against by the filing of Uniform Commercial Code financing statements in the appropriate filing offices and by the filing of appropriate evidences of Lien in the United States Patent and Trademark Office and the United States Copyright Office, (i) Any Collateral Document after delivery thereof pursuant to Section 4.01excluding, 6.11however, 6.13 for the avoidance of doubt, (X) any Liens over the following assets: any fee and leasehold interests in real property, domestic assets registered and/or located abroad, assets which by their terms expressly prohibit Vishay or any of its Significant Domestic Subsidiaries from granting a Lien over such assets (unless Article XII shall for 9 of the Uniform Commercial Code specifies that a lien over such asset may be perfected regardless of such prohibition), bank accounts, securities accounts and certain other types of assets which, in the Agent’s sole determination, are of de minimis or limited value) and (Y) 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 createrequirement that Vishay and its Significant Domestic Subsidiaries execute and deliver, or any Lien purported cause to be created by executed and delivered, any Collateral Document account control agreements, landlord collateral access agreement and/or bailee waivers and (ii) subject only to such Liens as are permitted under the Credit Agreement, together with such authority documents, opinions and other related documents as the Agent may reasonably request.” 8. Section 8.2(a) of the Credit Agreement is amended and restated in its entirety, as follows: (a) any Subsidiary may be merged or consolidated with or into Company (so long as Company shall be asserted in writing by the continuing or surviving corporation); any Loan Party Domestic Subsidiary may be merged or consolidated with or into any Wholly-Owned Domestic Subsidiary (so long as such Wholly-Owned Domestic Subsidiary shall be the continuing or surviving entity); and any Foreign Subsidiary may be merged or consolidated with or into any Wholly Owned Domestic Subsidiary or into any Wholly Owned Foreign Subsidiary (excluding the Israeli Subsidiaries and the Israeli-Owned Subsidiaries) so long as such Wholly-Owned Domestic Subsidiary or such Wholly Owned Foreign Subsidiary shall be the continuing or surviving entity); provided that if the merging or consolidating Foreign Subsidiary is a Permitted Borrower, the survivor shall satisfy the requirements for becoming a Permitted Borrower hereunder or, if it does not to bebecome a Permitted Borrower, a valid it shall execute and perfected lien with deliver 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 documents required pursuant to Sections 2.1(a)(ii) and (iii) as though it were becoming a Permitted Borrower (subject to the other terms and conditions hereof);” 9. Section 6.11 or 6.13 or Article XII or results from the failure 8.2(b) of the Collateral Agent Credit Agreement is amended and restated in its entirety, as follows: (i) any Israeli Subsidiary owned directly by Company or the trustee under the Senior Notes Indenture any Domestic Subsidiary may merge with or into another such Israeli Subsidiary or sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to maintain possession of Collateral actually delivered to it such Subsidiary 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 Israeli Subsidiary not owned directly by Company or any Domestic Subsidiary may merge with or into another such Israeli Subsidiary or sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Subsidiary and (iii) any Israeli-Owned Subsidiary may merge or consolidate with any other such Israeli-Owned Subsidiary or sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Subsidiary (provided that, in the Equity Interests case of each of clause (i), (ii) and (iii) hereof, if the Borrower ceasing to be pledged pursuant to merging or transferor Subsidiary is a Permitted Borrower, the Security Agreement free of Liens other than Liens surviving entity or transferee shall also satisfy the requirements for becoming a Permitted Borrower, subject to the Equal Priority Intercreditor Agreementother terms and conditions hereof).” 10. Section 8.2(d) of the Credit Agreement is amended and restated in its entirety, the Crossing Lien Intercreditor Agreementas follows: (i) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Customary Intercreditor Agreement Domestic Subsidiary; and (ii) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any nonconsensual Liens arising solely by operation or all of Law; orits assets (upon voluntary liquidation or otherwise) to any Domestic Subsidiary or to any other Foreign Subsidiary, provided, in each case under this clause (ii), that (x) such Subsidiary is a Wholly Owned Subsidiary, and (y) if the transferor Foreign Subsidiary is a Permitted Borrower, then the transferee Subsidiary must also satisfy the requirements for becoming a Permitted Borrower or a Significant Foreign Subsidiary that has executed and delivered the documents required pursuant to Sections 2.1(a)(ii) and (iii), as though it were becoming a Permitted Borrower, subject to the other terms and conditions hereof, and 7.16 hereof;”

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. The Collateral Documents, executed by the Company and each Subsidiary party to each such Collateral Document, in appropriate form for recording, where necessary, 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 pursuant to the terms hereof or thereof including as a result copies of a transaction not prohibited under this Agreement) cease to create, or any Lien purported all UCC-l financing statements to be created by any Collateral Document shall be asserted filed, registered or recorded in writing by any Loan Party not order to be, a valid and perfected lien with perfect 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 interests of the Collateral Agent for the benefit of the Banks and the other Senior Secured Lenders, or other evidence satisfactory to the trustee under Agent that there shall be filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Senior Notes Indenture to maintain possession Liens of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments Agent for the benefit of the Banks and the other Senior Secured Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Agent shall have requested of the Company, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) [Intentionally Omitted]; (iv) with respect to the Mortgaged Property, an A.L.T.A. form B (or other form acceptable to the Agent and the Banks) mortgagee policy of title insurance or a Loan Party’s change binder issued by a title insurance company satisfactory to the Agent and the Banks insuring (or undertaking to insure, in the case of name a binder) that the Mortgage creates and constitutes a valid first Lien against the mortgaged Property in favor of the Agent, subject only to exceptions acceptable to the Agent and the Banks, with such endorsements and affirmative insurance as the Agent or jurisdiction of formation any Bank may reasonably request; (solely v) [Intentionally Omitted]; (vi) to the extent that paid at closing, proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the Borrower provides recording of any Mortgage or the issuance of the title insurance policies (whether due on the Closing Date or in the future) including sums due in connection with any future advances; (vii) such consents, tenant 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 Collateral Agent written notice thereof shall be granted a Lien for the benefit of the Banks and the other Senior Secured Lenders, as requested by the Agent; and (viii) evidence that all other actions necessary or, in accordance with the Loan reasonable opinion of the Agent or the Banks, desirable to perfect and protect the first priority Lien created by the Collateral Documents, and to enhance the Collateral Agent Agent's ability to preserve and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) protect its 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 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 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 Updated Schedules to the Security Agreement free as of Liens other than Liens the Sixth Restatement Effective Date; (ii) The Reaffirmation Agreement, duly executed by the Loan Parties; (iii) Evidence that upon the filing of appropriate financing statements the Administrative Agent will have a valid, perfected first priority Lien on all Collateral as to which a security interest can be perfected by filing a financing statement, subject to Permitted Liens; (iv) Uniform Commercial Code search certificates from the Equal Priority Intercreditor 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 Crossing Lien Intercreditor Security Documents and the other Loan Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (v) Amendments to or amended and restated Control Agreements or new Control Agreements with each bank and securities intermediary at which a Loan Party maintains a deposit account (other than Excluded Accounts) or securities account, to the extent any such accounts are not subject to Control Agreements; (vi) [reserved]; (vii) Appropriate documents for filing with the United States Patent and Trademark Office, the United States Copyright 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 the applicable Loan Party and, where appropriate, notarized; (viii) [reserved]; (ix) [reserved]; (x) [reserved]; (xi) [reserved]; (xii) Such other documents, instruments and agreements as the Administrative Agent may request to establish and perfect the Liens granted to the Administrative Agent or any Lender Party in this Agreement, any the Security Documents and the other Customary Intercreditor Agreement Loan Documents; and (xiii) Such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any nonconsensual Lender Party in this Agreement, the Security Documents and the other Loan Documents are, or upon the proper filings shall be, perfected and prior to the Liens arising solely of other Persons in the Collateral, except for any such Liens which are expressly permitted by operation of Law; orthis Agreement to be prior.

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. (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 4.01SECTION 5.01, 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 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 SECTION 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. (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 each 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 Existing Mortgages (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) 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; (viii) Preliminary title reports or lot book guarantees issued by a title insurer acceptable to the Administrative Agent with respect to all real property owned by the Borrowers; (ix) An officer’s certificate of the Borrowers certifying that each Loan Party possesses all material environmental permits necessary for the conduct of its business, together with copies of all such permits; (x) An abstract of title for each United States Coast Guard registered Vessel; (xi) 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 (xii) 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. (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. (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. (ia) Any Each of the Guaranty and Security Agreement and the Pledge Agreement is effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security interest in the Collateral Document after delivery thereof pursuant or the Pledged Collateral (as defined therein), as applicable, and when UCC financing statements in appropriate form are filed in the offices specified on Schedule 3 to Section 4.01the Guaranty and Security Agreement and Schedule 3.03 to the Pledge Agreement, 6.11the Liens created under each of the Guaranty and Security Agreement and the Pledge Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be perfected by the filing of a UCC financing statement) on, 6.13 and security interest in, all right, title and interest of the grantors thereunder in such Collateral or Article XII shall for any reason Pledged Collateral (other than Excluded Perfection Collateral), as applicable, 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 (if any) evidencing all Capital Stock pledged pursuant to the terms hereof Guaranty and Security Agreement and the Pledge Agreement are delivered to the Administrative Agent, together with appropriate stock powers or thereof including as a result other similar instruments of a transaction not prohibited under this Agreement) cease to createtransfer duly executed in blank, or any Lien purported to be created by any Collateral Document the Liens in such Capital Stock shall be asserted fully perfected first priority security interests, perfected by “control” as defined in writing the UCC. (b) Each Mortgage, when duly executed and delivered by any the relevant Loan Party, will be effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of such Loan Party’s right, title and interest in and to the Real Estate of such Loan Party not to becovered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective such Real Estate is located, such Mortgage shall constitute 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 Lien on, and security interest in, all right, title and interest of such Loan Party in such Real Estate and the proceeds thereof, in each case prior and superior in right to any material portion other Person, other than with respect to Liens expressly permitted by Section 7.2. (c) As of the Collateral purported to be covered therebyClosing Date, subject to Liens permitted under Section 7.01no Mortgage encumbers any “building” (as defined in the applicable Flood Insurance Regulation) or manufactured (mobile) home (as defined in the applicable Flood Insurance Regulation). After the Closing Date, no Mortgage encumbers any improved Real Estate that is located in a Special Flood Hazard Area, except to the extent that any the applicable Loan Party maintains flood insurance with respect to such perfection or priority is not improved Real Estate in compliance with the requirements of Section 5.8. To the extent required pursuant to 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 5.12 and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating Section 5.18, all Material Water Properties and Material Real Estate are subject 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; orMortgage.

Collateral Documents. (a) Each Purchaser authorizes the Collateral Agent to enter into the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Purchaser agrees that no holder of the Notes (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 Notes 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 Notes any Related 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 Notes. (c) The Purchasers hereby authorize the Collateral Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Collateral Agent upon any Collateral and/or (z) release any guarantor from its obligations under any Guaranty (i) Any upon the satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Related 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 Related Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Majority Holders, unless such release is required to be approved by all of the Purchasers hereunder. Upon request by the Collateral Document after delivery thereof Agent at any time, the Purchasers will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 4.01, 6.11, 6.13 21.11. (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 Related 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 Majority Holders, 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 shall (and is hereby irrevocably authorized by the trustee under Purchasers 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 Notes 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 reasonable 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 manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Subsidiaries in respect of) all interests retained by the Equity Interests Company or any of its Subsidiaries, including (without limitation) the proceeds of the Borrower ceasing sale, all of which shall continue to be pledged constitute part of the Collateral. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Security Agreement free Securities Exchange Act of Liens other than Liens subject to the Equal Priority Intercreditor Agreement1934, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; oras amended.

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 4.01, 6.11, 6.13 or Article XII shall for any reason upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services 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. The Collateral Documents, in appropriate form for filing or recording, where necessary, together with: (i) Any Collateral Document after delivery thereof pursuant executed original instruments and documents in forms acceptable for filing to Section 4.01perfect the security interests of the Lender in accordance with Applicable Law, 6.11, 6.13 or Article XII shall for including (without limitation) 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 filings 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 made with the priority required by the Collateral Document (or other security purported United States Patent and Trademark Office to be created on the applicable Collateral) on and perfect Lender’s security interest in any material portion copyrights or other intellectual property of Borrower; (ii) evidence that all other actions necessary or, in the reasonable opinion of the Lender, desirable to perfect and protect the Liens created by the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except Documents have been taken; (iii) to the extent not previously paid in connection with clause (i) above, funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC financing statements; (iv) subject to the provisions of any subordination agreement that Lender may enter into with Borrower’s senior revolver lender that is secured by the accounts receivable and inventory of Borrower, agreements with all banks, securities brokers, warehousemen, bailees, consignees and other Persons having possession of or a Lien (other than a Permitted Lien) on any Collateral acknowledging the Lender’s prior Lien on such perfection or priority is not required pursuant Property, in form and substance acceptable to Section 6.11 or 6.13 or Article XII or results from the failure Lender; (v) such consents, estoppels, subordination agreements, collateral assignments of leases, landlord waivers and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien, as reasonably requested by the Lender; and (vi) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent or Lender, desirable to perfect and protect the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under Liens created by 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 Lender’s ability to preserve and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) protect its 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 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 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. (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. 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. To the extent required by Lender, such Collateral Documents or reaffirmation of Collateral Documents as Lender may reasonable request, in appropriate form for filing or recording, where necessary, together with: (i) Any Collateral Document after delivery thereof pursuant executed original instruments and documents in form acceptable for filing to Section 4.01perfect the security interests of the Lender in accordance with Applicable Law, 6.11, 6.13 or Article XII shall for including (without limitation) 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 filings 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 made with the priority required by the Collateral Document (or other security purported United States Patent and Trademark Office to be created on the applicable Collateral) on and perfect Lender’s security interest in any material portion copyrights or other intellectual property of Borrower; (ii) evidence that all other actions necessary or, in the reasonable opinion of the Lender, desirable to perfect and protect the Liens created by the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except Documents have been taken; (iii) to the extent not previously paid in connection with clause (i) above, funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC financing statements; (iv) subject to the provisions of any subordination agreement that Lender enters into with the Borrower’s senior revolver lender that is secured by the accounts receivable and inventory of Borrower, agreements with all banks, securities brokers, warehousemen, bailees, consignees and other Persons having possession of or a Lien (other than a Permitted Lien) on any Collateral acknowledging the Lender’s prior Lien on such perfection or priority is not required pursuant Property, in form and substance acceptable to Section 6.11 or 6.13 or Article XII or results from the failure Lender; (v) such consents, estoppels, subordination agreements, collateral assignments of leases, landlord waivers and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien, as reasonably requested by the Lender; and (vi) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent or Lender, desirable to perfect and protect the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under Liens created by 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 Lender’s ability to preserve and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) protect its 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 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. The Collateral Documents and all -------------------- Modification Agreements, executed by the Borrower, in appropriate form for recording, where necessary, together with: (i) Any a0 copies of all UCC-1 financing statements to be filed, registered or recorded to perfect the security interests of the Administrative Agent, for the benefit of the Banks, or other evidence satisfactory to the Administrative Agent that there will be filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent, for the benefit of the Banks, in accordance with applicable law; (b0 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 pursuant Permitted Liens); (c0 evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent or the Banks, desirable to perfect and protect the first priority security interest created by the Collateral Documents will be taken, including the recording of each of the Deeds of Trust and each of the Modification Agreements, as applicable; (d0 funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Deeds of Trust; (e0 with respect to each Property, an A.L.T.A. Form B lender's policy of title insurance, to the terms hereof extent available in the jurisdiction in which the applicable Property is located (or thereof including as other form available in the jurisdiction in which the applicable Property is located and otherwise acceptable to the Administrative Agent and the Banks), or a result binder therefor, issued by a title insurance company satisfactory to the Administrative Agent and the Banks (the Administrative Agent and the Banks hereby acknowledging that Chicago Title Insurance Company is acceptable) insuring (or undertaking to insure, in the case of a transaction not prohibited binder) that the applicable Deed of Trust, as modified by the applicable Modification Agreement, if any, creates and constitutes a valid first Lien encumbering such Property in favor of the Administrative Agent, subject only to exceptions reasonably acceptable to the Administrative Agent and the Banks, with such endorsements, affirmative insurance and reinsurance as the Administrative Agent or any Bank may reasonably request; (f0 evidence that the Administrative Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by this Agreement) cease Agreement or the applicable Deed of Trust; (g0 to createthe extent required under Section 6.6, evidence of flood ----------- insurance and earthquake insurance meeting the requirements of Section 6.6; ----------- (h0 current A.L.T.A. surveys and surveyor's certification as to each Property in respect of which there is delivered a Deed of Trust, or any Lien purported to as may 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 Administrative Agent, each in form and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except substance reasonably satisfactory 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 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 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; orBanks;

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 Borrower, 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 second 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 a 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 second 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. Each Lender hereby authorizes Administrative Agent to enter into the Seller Subordination Agreement on behalf of and for the benefit of that Lender, and agrees to be bound by the terms of the Seller Subordination Agreement; and each Lender hereby further authorizes Administrative Agent to enter into each Collateral Document as secured party, and to accept the Subsidiary Guaranty, in each case on behalf of and for the benefit of Lenders and agrees to be bound by the terms of each Collateral Document and the Subsidiary Guaranty; provided that Administrative Agent shall not enter into or consent to any material amendment, modification, termination or waiver of any provision contained in the Seller Subordination Agreement, any Collateral Document or the Subsidiary Guaranty without the prior consent of Requisite Lenders, subject to subsection 10.6; provided further, however, that anything in this Agreement, the Seller Subordination Agreement or the other Credit 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 or the Collateral Documents that may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to Section 4.01the Collateral Documents; (ii) The Lenders irrevocably authorize Administrative Agent, 6.11at its option and in its discretion, 6.13 to release any Lien granted to or Article XII shall for held by Administrative Agent upon any reason 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 Credit 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 or any of its Subsidiaries owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party or any of its Subsidiaries under a lease that has expired or been terminated in a transaction permitted under this Agreement or is about to expire and that has not been, and is not intended by any Credit Party or any of its Subsidiaries to be, renewed or extended; (e) consisting of an instrument evidencing Indebtedness if the Indebtedness evidenced thereby has been paid in full; or (f) if otherwise approved, authorized or ratified in writing by Requisite Lenders, subject to subsection 10.6. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant to this subsection 9.7; and (iii) Subject to subsection 10.6 hereof, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of any Credit Party or any of its Subsidiaries) 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 (sale or other security purported disposition permitted hereunder or to be created which Requisite Lenders have otherwise consented or (b) subordinate the Liens of Administrative Agent, on the applicable Collateralbehalf of Lenders, to any Liens permitted by subsection 7.2A(i) on and security interest in any material portion (solely with respect to clause (vii) 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 definition 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 DocumentsPermitted Encumbrances), 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; orsubsection 7.2A(iii).

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 Paladin Loan Parties (the “Project Paladin 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 Paladin 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 Paladin 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 Paladin 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 Paladin 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 Paladin 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 Paladin Draw on the Borrower ceasing DDTL A-1 Paladin 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 Paladin 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 Collateral Documents (or amendments thereto), executed by the Company and the Subsidiaries, as applicable, in appropriate form for recording, where necessary, together with: (i) Any copies of all UCC-l financing statements to be filed, registered or recorded to perfect (or maintain perfection of) the security interests of the Agent for the benefit of the Lenders, and other filings, registrations and recordings necessary and advisable to perfect or maintain the Liens of the Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the 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) all certificates and instruments representing the Pledged Collateral and stock and note transfer powers executed in blank with signatures guaranteed as the Agent may specify; (iv) to the extent requested by the Agent, funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (v) with respect to the Mortgaged Property, (A) an ALTA Form B (or other form acceptable to the Agent and the Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgages create and constitute a valid first Lien against the Mortgaged Property in favor of the Agent, subject only to exceptions acceptable to the Agent, with such endorsements and affirmative insurance as the Agent may reasonably request or (B) evidence satisfactory to the Agent that such policies issued pursuant to the terms hereof or thereof including Original Credit Agreement and the Prior Credit Agreement with respect to such properties as a result of a transaction not prohibited the Agent may require remain in full force and effect as to the Obligations under this Agreement; (vi) cease to createevidence that the Agent has been named as loss payee under all policies of casualty insurance, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to beand as additional insured under all policies of liability insurance, a valid and perfected lien with the priority required by the Collateral Document Mortgage; (or other security purported to be created on the applicable Collateralvii) on flood insurance and security interest in any material portion of the Collateral purported to be covered therebyearthquake insurance, subject to Liens permitted under Section 7.01, except to the extent that applicable, on terms satisfactory to the Agent; (viii) proof of payment (or arrangements therefor satisfactory to the Agent) of any such perfection title insurance premiums, documentary stamp or priority is not required pursuant to Section 6.11 intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or 6.13 or Article XII or results from the failure issuance of the title insurance policies (whether due on the Second Restatement Date or in the future) including sums due in connection with any future advances; (ix) such consents, estoppels, subordination agreements, waivers and other documents and instruments executed by landlords, tenants, bailees, warehousemen and other Persons party to material contracts relating to any Collateral as to which the Agent or shall be granted a Lien for the trustee under benefit of the Senior Notes Indenture Lenders, as requested by the Agent; and (x) evidence that all other actions necessary or, in the opinion of the Agent, desirable to maintain possession of Collateral actually delivered to it perfect and pledged under protect the first priority Lien created by 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 Agent's ability to preserve and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) protect its 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 coverageCollateral, have been taken (or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant arrangements therefor satisfactory 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 have been made);

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. (ia) Any Except as otherwise contemplated hereby or under any other Loan Documents and subject to limitations set forth in the Collateral Document after delivery thereof pursuant to Section 4.01and Guarantee Requirement (including the Closing Date Limited Conditionality Provision), 6.11the provisions of the Collateral Documents, 6.13 or Article XII shall for any reason (together with such filings and 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 actions required to be created taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent of any Pledged Collateral Document shall required to be asserted delivered pursuant hereto or the applicable Collateral Documents), are effective to create in writing by any Loan Party not to befavor of the Collateral Agent for the benefit of the Secured Parties a legal, a valid valid, perfected and perfected lien enforceable Lien with the priority required set forth in any Applicable Intercreditor Agreement or such Collateral Documents (subject only to Liens permitted by Section 7.01) on all right, title and interest of the respective Loan Parties in the Collateral described therein. (b) Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to (A) the priority, perfection or other security purported to be created on the applicable Collateral) on and enforceability of, any pledge of or security interest in any material portion Equity Interests of any Foreign Subsidiary (other than Subsidiaries organized or incorporated under the laws of Ireland and Luxembourg) or as to the rights and remedies of the Collateral purported to be covered therebyAgents or any Lender with respect thereto, subject to Liens permitted under Section 7.01foreign Law or as limited by the Foreign Legal Reservations, except (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent that any such pledge, security interest, perfection or priority is not required pursuant to Section 6.11 the Collateral and Guarantee Requirement and the Agreed Security Principles, (C) any Excluded Assets or 6.13 (D) any loss of perfection or Article XII or priority that results from the failure of the Collateral Administrative Agent or the trustee under the Senior Notes Indenture Collateral Agent (or its designee) to (x) maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to (y) file Uniform Commercial Code amendments (or equivalent filings in any jurisdiction) relating to a Loan Party’s change of name or jurisdiction of formation (but solely to the extent that the Borrower provides has timely provided the Collateral Agent written notice of such change of name or jurisdiction of formation thereof in accordance with the Loan Documents, and the Collateral Agent and notifies the Borrower have agreed in writing that the Collateral Agent it will be responsible for filing such amendmentsamendments (it being understood and acknowledged by the Borrower and the Lenders that the Collateral Agent has no obligation, express or implied, to assume such responsibility at any time)) and continuation statements or to take any other action within its sole control with respect to the Collateral 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 the -------------------- Borrower or such other Persons party thereto, as applicable, in appropriate form for recording, where necessary, together with: (i) Any Collateral Document all UCC-l financing statements to be filed, registered or recorded on or after delivery thereof the Closing Date 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 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 financing statements and, if applicable, the Mortgages, 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 Property in respect of which there is delivered a result Mortgage, if any, 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 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 satisfactory to the Agent; (viii) current ALTA surveys and surveyor's certification 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 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. (a) Each Lender authorizes the Agent to enter into the Pledge Agreements, the Security 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. (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. (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 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. (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 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 First Lien Intercreditor AgreementAgreement (if any), the Crossing Second Lien Intercreditor AgreementAgreement (if any), or any other Customary Intercreditor intercreditor agreement or arrangement permitted under the terms of this Agreement or any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (i1) Any Collateral Document after delivery thereof pursuant A deed transferring to Section 4.01Lessor the fee interest in the Land, 6.11Lessor Improvements and Appurtenant Rights, 6.13 duly executed by Seller and appropriately notarized for recording; (2) A Memorandum of Purchase Agreement, appropriately completed and duly executed by Lessee and Lessor and appropriately notarized for recording; (3) Evidence that the Assignment of Lease, the Lessor Deed of Trust, the Lessor/Lessee Deed of Trust, the deed, the Memorandum of Lease Agreement and the Memorandum of Purchase Agreement have been or Article XII shall for any reason will be properly recorded in the Official Records of Santa Cruz ▇▇▇nty, California; (other than pursuant to the terms hereof 4) An extended coverage owner's policy or thereof including as a result binder 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 title insurance (or other security purported to be created on a commitment therefor) for the applicable Collateral) on and security Property insuring Lessor's fee interest in any material portion the Property 3.01 2 (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by Chicago Title Insurance Company or another title insurer acceptable to Agent; (5) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Property insuring the validity and priority of the Collateral purported to be covered thereby, Lease Agreement (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 Chicago Title Insurance Company or another title insurer acceptable to Agent; (6) An extended coverage lender's policy of title insurance (or a commitment therefor) for the extent that any such perfection or Property insuring the validity and priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral 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 Chicago Title Insurance Company or the trustee under the Senior Notes Indenture another title insurer acceptable to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Agent; (7) 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; (8) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to item D(8) above reflecting no other financing statements or filings which evidence Liens of name or jurisdiction of formation (solely other Persons in the Collateral which are prior to the extent that Liens granted to Lessor and Agent in the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Lessee Security Documents, the Lessor Security Agreement and the Collateral Agent and other Operative Documents, except for any such prior Liens (a) which are expressly permitted by the Borrower have agreed that the Collateral Agent will Operative Documents to 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, prior or (iib) any of the Equity Interests of the Borrower ceasing to be pledged for which Agent has received a termination statement 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; oritem D(9) above.

Collateral Documents. (ia) Any The provisions of each of the Collateral Document after delivery Documents are effective to create in favor of Administrative Agent for the benefit of Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of Borrower Parties in the collateral described therein, subject only to Liens permitted under this Agreement. (b) Each Mortgage when delivered will be effective to grant to Administrative Agent for the benefit of 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 Ordinary Course Liens and except as noted in the title policies delivered to Administrative Agent pursuant to Section 4.01, 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 applicable Borrower Party 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 and except as noted in the extent that any such perfection or priority is not required title policies delivered to Administrative Agent pursuant to Section 6.11 or 6.13 or Article XII or results from the failure 4.01, and Ordinary Course 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 Borrower Parties 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. (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 4 Property 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 Santa Clara, 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 Santa Clara, California; (3) An extended coverage owner's policy or binder of title insurance (or a commitment therefor) for the Tract 4 Property 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 4 Property insuring the validity and priority of the Lease 3.02-1 106 Agreement (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 4 Property 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 4 Property 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 4 Property; (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 that Liens granted to Lessor and Agent in the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Lessee Security Documents, the Lessor Security Agreement and the Collateral Agent and other Operative Documents, except for any such prior Liens which are expressly permitted by 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 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. 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 Agent for the benefit of the Banks, or other evidence satisfactory to the 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 Agent for the benefit of the Banks in accordance with applicable law, or, with respect to the Mortgaged Property, evidence satisfactory to the Agent that the executed Mortgages 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; (ii) written advice relating to such Lien and judgment searches as the 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) receipt by the Agent from the Original Agent of all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank with signatures guaranteed as the Agent may specify; (iv) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (v) with respect to the Mortgaged Property, an A.L.T.A. Form B (or other form acceptable to the Agent and the Banks) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent and the Banks insuring (or undertaking to insure, in the case of a binder) that each Mortgage creates and constitutes a valid first Lien against the Mortgaged Property contemplated thereby in favor of the Agent, subject only to exceptions acceptable to the Agent and the Banks, with such endorsements and affirmative insurance as the Agent or any Bank may reasonably request; (vi) to the extent not previously delivered pursuant to the terms hereof or thereof including Original Credit Agreement, surveys and surveyor's certification as to all real property and all land covered by a result lease in respect of which there is delivered a transaction not prohibited under this Agreement) cease to createMortgage, or any Lien purported to as may 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 Agent, each in form and substance satisfactory to be created on the applicable Collateral) on Agent and security interest in any material portion the Banks, provided, however, that the surveys of the Collateral purported to properties located in Frisco, Texas and Glendale, Arizona shall be covered thereby, subject to Liens permitted under Section 7.01, except delivered no later than sixty (60) days after the Effective Date; (vii) to the extent that any such perfection or priority is not required previously delivered pursuant to Section 6.11 or 6.13 or Article XII or results from the failure Original Credit Agreement, appraisals, in form and substance satisfactory to the Agent and the Majority Banks, of certain real property Collateral, provided, however, that the appraisals of the properties located in Frisco, Texas and Glendale, Arizona shall be delivered no later than sixty (60) days after the Effective Date; (viii) proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the Effective Date or in the future) including sums due in connection with any future advances; (ix) to the extent not previously delivered pursuant to the Original 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 Agent shall be granted a Lien for the benefit of the Banks, as requested by the Agent or any Bank; and (x) evidence that all other actions necessary or, in the reasonable opinion of the 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 Lien created by 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 Agent's ability to preserve and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) protect its 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. On or prior to the Phase I Closing Date, Borrower delivered or caused to be delivered all of the following to Lender, in form and substance satisfactory to Lender: (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 Such endorsements 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 Lender may requirerequired in writing by any Loan Party not to be, a valid and perfected lien connection with the priority required by the Collateral Document Phase I Title Policy; (or other security purported to be created on the applicable Collateralii) 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 search certificates from jurisdiction of formation (solely incorporation of Borrower reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the extent that Liens granted to Lender in this Agreement, the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Security Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to 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, prior or (iib) any for which Lender has received a termination statement or and has made a satisfactory arrangement concerning the termination of such Liens; (iii) Such other documents, instruments and agreements as Lender may reasonably requestrequested to establish and perfect the Equity Interests of the Borrower ceasing Liens granted 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; (iv) Borrower shall have compliedEvidence of compliance with FIRREA (and any banking regulations associated therewith or enacted to implement FIRREA in the lending context) and all other legal requirements for the making of the extensions of credit hereunder (including, without limitation, acknowledging receipt of results of flood zone reports, maintenance of necessary flood insurance in amounts and where required under applicable law); (v) Such other evidence as Lender may reasonably requestrequested to establish that the Liens granted to Lender 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 to be prior; (vi) An ALTA survey of the Property underlying the Phase I Casino Project, certified in a manner acceptable to Lender; (vii) ▇▇▇▇▇▇’s receipt and approval of all applicableApplicable environmental studies and reports for the Phase I Casino Project (including a Phase I report and if recommended, a Phase II report), issued by operation environmental consultants reasonably acceptable to Lender in form and substance reasonably acceptable to Lender; and (viii) ▇▇▇▇▇▇’s receipt of Law; orconfirmationConfirmation (which confirmation shall be reasonably acceptable to Lender) that Borrower iswas in compliance with all applicable Mitigation Requirements (as defined in Environmental Indemnity Agreement).

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 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) 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. (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 Lenders pursuant to the terms hereof or thereof including 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 financing statements creates a perfected Lien on, and security interest in all of the Collateral described therein (to the extent a security interest in such Collateral may be perfected by filing such financing statements), subject to no other Liens other than Liens permitted under Section 8.01. 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 and subject to Section 7.19, all such Liens have been or, upon the filing of the financing statements delivered on the Closing Date, will be fully perfected Liens. The 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 notices of assignments for security made pursuant to the 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 Security Agreement in favor of the Collateral purported Administrative Agent for the ratable benefit of the Lenders, 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 7.018.01. (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 Subsidiary Equity and Pledged Shares (as such terms are defined in the Security Agreement and the Holdings Pledge Agreement, respectively) pledged under such agreements, subject to no security interests of any other Person other than Permitted Liens and unperfected Liens permitted under Section 8.01(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 Subsidiary Equity or Pledged Shares (as defined in the Security Agreement and Holdings Pledge Agreement, respectively). (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 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 Lenders, 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 8.01).