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

Concerning the Collateral and the Loan Documents. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Loan Documents relating to the Collateral for the benefit of the Lenders. Each Lender agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents and the Lenders to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all Liens with respect to any property of the Borrower or any of its Subsidiaries at any time in the possession of such Lender, including, without limitation, deposit accounts maintained with, and cash held by, such Lender; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent or the Lenders with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent and each Lender hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the Lenders: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower or any of its Subsidiaries, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders; (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of the Collateral and any Grantor upon the occurrence of any event described in Section 8.10

Concerning the Collateral and the Loan Documents. (a) Each Lender and Issuing Bank authorizes and directs the Collateral Agent to enter into the Loan Documents relating to the Collateral for the benefit of the LendersLenders and the Issuing Banks. Each Lender and Issuing Bank agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and the Issuing Banks. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or Borrower, including any other Loan Party a party theretointercreditor agreement referenced in Section 8.02(a)(xiii); (iii) act as collateral agent for the Lenders and the Issuing Banks for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents Agents, the Lenders and the Lenders Issuing Banks to act as collateral sub-agent for the Collateral Agent Agent, the Lenders and the Lenders Issuing Banks for purposes of the perfection of all Liens with respect to any property of the Borrower or any of its Subsidiaries at any time in the possession of such LenderAgent, such Lender or such Issuing Bank, including, without limitation, deposit accounts maintained with, and cash held by, such LenderAgent, such Lender or such Issuing Bank; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent Agent, the Lenders or the Lenders Issuing Banks with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent Agent, each Lender and each Lender Issuing Bank hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the LendersLenders and the Issuing Banks: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against all of the Collateral (other than the “Collateral” under (and as defined in) the Cash Collateral Agreement), upon satisfaction of the conditions set forth in Section 8.01(n)(ii); (iii) against any part of the Collateral sold or disposed of by the Borrower or any of its SubsidiariesBorrower, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders; (iiiiv) against any part of the “Collateral” (as defined in the Cash Collateral consisting of a promissory note, upon payment in full of Agreement) to the Debt evidenced therebyextent required pursuant to the Cash Collateral Agreement; and/or (ivv) against any of the Collateral and any Grantor upon the occurrence of any event described in Section 8.108.10 of the Borrower Pledge Agreement. The Administrative Agent, each Lender and each Issuing Bank hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.03(b) promptly upon the effectiveness of any such release. (c) Each Lender and each Issuing Bank hereby directs the Administrative Agent and the Collateral Agent to, upon the satisfaction of the conditions precedent set forth in Section 6.01, (i) release the Guarantors (as defined in the Existing Credit Agreement) from, and terminate, the Guaranty (as defined in the Existing Credit Agreement), (ii) release Enterprises and the Grantors (as defined in the Existing Credit Agreement) from, release all Liens granted pursuant to and terminate the Subsidiary Pledge Agreement (as defined in the Existing Credit Agreement) and (iii) release any Lien held by the Collateral Agent for the benefit of the Lenders and the Issuing Banks in any assets of the Borrower other than the capital stock of Consumers and related property pledged by the Borrower pursuant to the Borrower Pledge Agreement.

Concerning the Collateral and the Loan Documents. (a) Each Lender and Issuing Bank authorizes and directs the Collateral Agent to enter into the Loan Documents relating to the Collateral for the benefit of the LendersLenders and the Issuing Banks. Each Lender and Issuing Bank agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and the Issuing Banks. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the any Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders and the Issuing Banks for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents Agents, the Lenders and the Lenders Issuing Banks to act as collateral sub-agent for the Collateral Agent Agent, the Lenders and the Lenders Issuing Banks for purposes of the perfection of all Liens with respect to any property of the Borrower Company or any of its Subsidiaries at any time in the possession of such LenderAgent, such Lender or such Issuing Bank, including, without limitation, deposit accounts maintained with, and cash held by, such LenderAgent, such Lender or such Issuing Bank; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent Agent, the Lenders or the Lenders Issuing Banks with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent Agent, each Lender and each Lender Issuing Bank hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the LendersLenders and the Issuing Banks: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower Company or any of its Subsidiaries, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the BorrowerBorrowers, or is otherwise consented to by the Required Lenders; (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; (iv) against any part of the "Collateral" (as defined in the Cash Collateral Agreement) to the extent required pursuant to the Cash Collateral Agreement; and/or (ivv) against any of the Collateral and any Grantor upon the occurrence of any event described in Section 8.108.10 of the Pledge Agreement described in clause (i) of the definition of "Pledge Agreements" or in Section 9.10 of the Pledge Agreement described in clause (ii) of the definition of "Pledge Agreements". The Administrative Agent, each Lender and each Issuing Bank hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.03(b) promptly upon the effectiveness of any such release.

Concerning the Collateral and the Loan Documents. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Loan Documents relating to the Collateral for the benefit of the Lenders. Each Lender agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents and the Lenders to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all Liens with respect to any property of the Borrower or any of its Subsidiaries at any time in the possession of such Lender, including, without limitation, deposit accounts maintained with, and cash held by, such Lender; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent or the Lenders with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent and each Lender hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the Lenders: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower or any of its Subsidiaries, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders;; and/or (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of . The Administrative Agent and each Lender hereby directs the Collateral Agent to execute and any Grantor deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.03(b) promptly upon the occurrence effectiveness of any event described in Section 8.10such release.

Concerning the Collateral and the Loan Documents. (a) Each Lender and Issuing Bank authorizes and directs the Collateral Agent to enter into the Loan Documents relating to the Collateral for the benefit of the LendersLenders and the Issuing Banks. Each Lender and Issuing Bank agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and the Issuing Banks. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the any Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders and the Issuing Banks for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents Agents, the Lenders and the Lenders Issuing Banks to act as collateral sub-agent for the Collateral Agent Agent, the Lenders and the Lenders Issuing Banks for purposes of the perfection of all Liens with respect to any property of the Borrower Company or any of its Subsidiaries at any time in the possession of such LenderAgent, such Lender or such Issuing Bank, including, without limitation, deposit accounts maintained with, and cash held by, such LenderAgent, such Lender or such Issuing Bank; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent Agent, the Lenders or the Lenders Issuing Banks with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent Agent, each Lender and each Lender Issuing Bank hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the LendersLenders and the Issuing Banks: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part all of the Collateral sold or disposed of by (other than the Borrower or any of its Subsidiaries"Collateral" under (and as defined in) the Cash Collateral Agreement), if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders; (iii) against any part upon satisfaction of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of the Collateral and any Grantor upon the occurrence of any event described conditions set forth in Section 8.108.01(o)(ii);

Concerning the Collateral and the Loan Documents. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Loan Documents relating to the Collateral for the benefit of the Lenders. Each Lender agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the any Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents and the Lenders to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all Liens with respect to any property of the Borrower Company or any of its Subsidiaries at any time in the possession of such Lender, including, without limitation, deposit accounts maintained with, and cash held by, such Lender; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent or the Lenders with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent and each Lender hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the Lenders: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower Company or any of its Subsidiaries, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the BorrowerBorrowers, or is otherwise consented to by the Required Lenders; (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of the Collateral and any Grantor upon the occurrence of any event described in Section 8.108.10 of the Pledge Agreement described in clause (i) of the definition of "Pledge Agreements" or in Section 9.10 of the Pledge Agreement described in clause (ii) of the definition of "Pledge Agreements". The Administrative Agent and each Lender hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.03(b) promptly upon the effectiveness of any such release.

Concerning the Collateral and the Loan Documents. (a) Each Lender authorizes In order to secure the due and directs punctual payment of the Collateral Agent to enter into Guaranteed Obligations, including principal of, premium (if any) and interest (including interest on overdue principal) on the Loan Documents relating Term Loans, when and as the same shall become due and payable, whether on the scheduled payment date therefor, at maturity, by acceleration or otherwise, and performance of all other obligations of the Borrower to the Collateral for the benefit of the Lenders. Each Lender agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents and the Lenders to act as collateral sub-agent for under the Collateral Agent Term Loan Agreement and each other Loan Document and all obligations of each Subsidiary Guarantor under this Guaranty and each other Loan Document, the Borrower, the Subsidiary Guarantors and the Lenders for purposes other Obligors have entered into each of the perfection of all Liens with respect to any property of the Borrower or any of its Subsidiaries at any time in the possession of such Lender, applicable Security Documents (including, without limitation, deposit accounts maintained withthis Guaranty) to which each is a party. (b) PCAC and PAI shall perform at their sole cost and expense any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and cash held bycontinuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, such Lender; (iv) manageor any other statute, supervise and otherwise deal with the Collateral; (v) take such action as is rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or desirable to maintain the perfection advisable and priority shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant and maintain valid and perfected Liens created or on the Collateral in favor of the Collateral Agents in the priorities purported to be created by the Security Documents, subject only to Liens permitted under the Security Documents to be senior or pari passu to the Liens of the Collateral Agents, and to fully preserve and protect the rights of the Agents and the Lenders under the Term Loan Agreement and the other Loan Documents; . PCAC and (vi) except as may be otherwise specifically restricted by the terms of PAI shall pay and satisfy promptly all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Agreement or any other Term Loan Document, exercise all remedies given to the Collateral Agent or the Lenders with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent and each Lender hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the Lenders: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Security Documents and termination of this Agreement; (ii) against the other Loan Documents, any part of the Collateral sold or disposed of by the Borrower or any of its Subsidiaries, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders; (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of the Collateral amendments thereto and any Grantor upon the occurrence other instruments of any event described in Section 8.10further assurance.

Concerning the Collateral and the Loan Documents. (a) Each Lender authorizes and directs the Collateral Agent Authorization to enter Enter into the Loan Documents relating to the Collateral for the benefit of the LendersDocuments. Each Lender and each Issuer agrees that any action taken by any the Administrative Agent or the Required Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions hereof or of this Agreement or the other Loan Documents, and the exercise by any the Administrative Agent or the Required Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Collateral Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with this Agreement and the Loan Documents relating to the Collateral; Documents, (ii) execute and deliver each Loan Document relating to the Collateral (other than this Agreement) and accept delivery of each such agreement delivered by the Borrower or any other Loan Party a party thereto; of its Material Subsidiaries, (iii) act as collateral agent for the Lenders Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; , provided, however, that the Collateral Administrative Agent hereby appoints, authorizes and directs the other Agents each Lender and the Lenders Issuer to act as collateral sub-agent for the Collateral Agent Administrative Agent, the Lenders and the Lenders Issuers for purposes of the perfection of all security interests and Liens with respect to any property of the Borrower or any of Borrower's and its Subsidiaries at any time in the possession of such Lender, including, without limitation, deposit accounts Material Subsidiaries' respective Deposit Accounts maintained with, and cash and Cash Equivalents held by, such Lender; Lender or such Issuer, (iv) manage, supervise and otherwise deal with the Collateral; , (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Loan Documents; Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent or Administrative Agent, the Lenders Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law Requirement of Law or otherwise. (b) The Administrative Agent and each Lender hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the Lenders: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower or any of its Subsidiaries, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders; (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of the Collateral and any Grantor upon the occurrence of any event described in Section 8.10

Concerning the Collateral and the Loan Documents. (a) Each Lender and each Issuing Bank authorizes and directs the Collateral Agent to enter into the Loan Documents relating to the Collateral for the benefit of the LendersLenders and the Issuing Banks. Each Lender and each Issuing Bank agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and the Issuing Banks. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuing Banks with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders and the Issuing Banks for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents and the Lenders and the Issuing Banks to act as collateral sub-agent for the Collateral Agent and the Lenders and the Issuing Banks for purposes of the perfection of all Liens with respect to any property of the Borrower or any of its Subsidiaries at any time in the possession of such LenderLender or such Issuing Bank, including, without limitation, deposit accounts maintained with, and cash held by, such LenderLender or such Issuing Bank; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents; and (vi) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Collateral Agent or the Lenders or the Issuing Banks with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) The Administrative Agent Agent, each Lender and each Lender Issuing Bank hereby directs, in accordance with the terms of this Agreement, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the LendersLenders and the Issuing Banks: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower or any of its Subsidiaries, if such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders;; and/or (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of . The Administrative Agent, each Lender and each Issuing Bank hereby directs the Collateral Agent to execute and any Grantor deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.03(b) promptly upon the occurrence effectiveness of any event described in Section 8.10such release.

Concerning the Collateral and the Loan Documents. (a) Each Lender authorizes In order to secure the due and directs punctual payment of the Collateral Agent to enter into Obligations, including principal of, premium (if any) and interest (including interest on overdue principal) on the Loan Documents relating Term Loans, when and as the same shall become due and payable, whether on the scheduled payment date therefor, at maturity, by acceleration or otherwise, and performance of all other obligations of the Borrower to the Collateral for the benefit of the Lenders. Each Lender agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents and the Lenders to act as collateral sub-agent for under this Agreement and each other Loan Document and of all obligations of the Collateral Agent Borrower's Restricted Subsidiaries under the Subsidiary Guaranty and each other Loan Document, the Borrower and the Lenders for purposes other Obligors have entered into each of the perfection of applicable Security Documents to which each is a party. (b) The Borrower shall, and shall cause PCAC and PAI to, perform at their sole cost and expense any and all Liens with respect to acts and execute any property of the Borrower or any of its Subsidiaries at any time in the possession of such Lender, and all documents (including, without limitation, deposit accounts maintained withthe execution, amendment or supplementation of any financing statement and cash held bycontinuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, such Lender; (iv) manageor any other statute, supervise and otherwise deal with the Collateral; (v) take such action as is rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or desirable to maintain the perfection advisable and priority shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant and maintain valid and perfected Liens created or on the Collateral in favor of the Collateral Agent in the priorities purported to be created by the Security Documents, subject only to Liens permitted under the Security Documents to be senior or pari passu to the Liens of the Collateral Agent, and to fully preserve and protect the rights of the Agents and the Lenders under this Agreement and the other Loan Documents; . The Borrower shall, and (vi) except as may be otherwise specifically restricted by shall cause PCAC and PAI to, pay and satisfy promptly all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Agreement, the terms of this Agreement or Security Documents and the other Loan Documents, any amendments thereto and any other Loan Documentinstruments of further assurance. (c) The Borrower shall, exercise all remedies given on each anniversary of the Closing Date beginning in the 1998 year and upon each delivery of a stock pledge agreement pursuant to Section 7.1.9, the Borrower shall furnish to the Collateral Administrative Agent or an Opinion of Counsel, dated as of such date, either (a) to the Lenders effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re- registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of each of the Security Documents and reciting with respect to such Liens the details of such action or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding twelve months fully to preserve and protect the rights of the Collateral Agent, the Lenders and the Administrative Agent hereunder and under each of the Loan Security Documents relating theretowith respect to the Liens, applicable law or otherwise. (b) The Administrative Agent and each Lender hereby directsto the effect that, in accordance with the terms opinion of this Agreementsuch counsel, the Collateral Agent no such action is necessary to release any Lien held by the Collateral Agent for the benefit of the Lenders: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower or any of its Subsidiaries, if maintain such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders; (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of the Collateral and any Grantor upon the occurrence of any event described in Section 8.10Liens.

Concerning the Collateral and the Loan Documents. (a) Each Lender authorizes In ------------------------------------------------ order to secure the due and directs punctual payment of the Collateral Agent to enter into Obligations, including principal of, premium (if any) and interest (including interest on overdue principal) on the Loan Documents relating Term Loans, when and as the same shall become due and payable, whether on the scheduled payment date therefor, at maturity, by acceleration or otherwise, and performance of all other obligations of the Borrower to the Collateral for the benefit of the Lenders. Each Lender agrees that any action taken by any Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by any Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Borrower or any other Loan Party a party thereto; (iii) act as collateral agent for the Lenders for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein; provided, however, the Collateral Agent hereby appoints, authorizes and directs the other Agents and the Lenders to act as collateral sub-agent for under this Agreement and each other Loan Document and of all obligations of the Collateral Agent Borrower's Restricted Subsidiaries under each other Loan Document, the Borrower and the Lenders for purposes other Obligors have entered into each of the perfection of applicable Security Documents to which each is a party. (b) The Borrower shall, and shall cause each Restricted Subsidiary subject to a Security Document to, perform at their sole cost and expense any and all Liens with respect to acts and execute any property of the Borrower or any of its Subsidiaries at any time in the possession of such Lender, and all documents (including, without limitation, deposit accounts maintained withthe execution, amendment or supplementation of any financing statement and cash held bycontinuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, such Lender; (iv) manageor any other statute, supervise and otherwise deal with the Collateral; (v) take such action as is rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or desirable to maintain the perfection advisable and priority shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant and maintain valid and perfected Liens created or on the Collateral in favor of the Administrative Agent in the priorities purported to be created by the Security Documents, subject only to Liens permitted hereunder to be senior or pari passu ---- ----- to the Liens of the Administrative Agent, and to fully preserve and protect the rights of the Agents and the Lenders under this Agreement and the other Loan Documents; . The Borrower shall, and (vi) except as may be otherwise specifically restricted by shall cause each Restricted Subsidiary subject to a Security Document to, pay and satisfy promptly all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Agreement, the terms of this Agreement or Security Documents and the other Loan Documents, any amendments thereto and any other Loan Documentinstruments of further assurance. (c) The Borrower shall, exercise all remedies given on each anniversary of the Closing Date beginning in 2003, furnish to the Collateral Administrative Agent or an Opinion of Counsel, dated as of such date, either (a) to the Lenders effect that, in the opinion of such counsel, such action has been taken with respect to the Collateral recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of each of the Security Documents and reciting with respect to such Liens the details of such action or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding twelve months fully to preserve and protect the rights of the Administrative Agent, the Lenders and the Administrative Agent hereunder and under each of the Loan Security Documents relating theretowith respect to the Liens, applicable law or otherwise. (b) The Administrative Agent and each Lender hereby directsto the effect that, in accordance with the terms opinion of this Agreementsuch counsel, the Collateral Agent no such action is necessary to release any Lien held by the Collateral Agent for the benefit of the Lenders: (i) against all of the Collateral, upon payment in full of the Obligations of all of the Loan Parties under the Loan Documents and termination of this Agreement; (ii) against any part of the Collateral sold or disposed of by the Borrower or any of its Subsidiaries, if maintain such sale or disposition is otherwise permitted under this Agreement, as certified to the Collateral Agent by the Borrower, or is otherwise consented to by the Required Lenders; (iii) against any part of the Collateral consisting of a promissory note, upon payment in full of the Debt evidenced thereby; and/or (iv) against any of the Collateral and any Grantor upon the occurrence of any event described in Section 8.10Liens.