Common use of Guaranty and Collateral Agreement Clause in Contracts

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral, together with (subject to clause (b) below): (i) the delivery of proper financing statements (Form UCC-1 or the equivalent) fully completed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filing; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filed, together with copies of such other financing statements that name any Credit Party as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing). (b) Notwithstanding anything to the contrary contained above in this Section 6.10 or in Section 6.04 or in following Section 6.18, to the extent any Collateral is not provided (or any related required actions under Section 6.04, 6.10 or 6.18 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10.

Guaranty and Collateral Agreement. On the Closing Date, as required by the Collateral and Guarantee Requirement (a) On the Initial Borrowing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) Credit Party shall have duly authorized, executed and delivered (a) a Guaranty and the Collateral Agreement in form satisfactory to the form of Exhibit G Administrative Agent (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such and, in connection therewith, the Credit Party’s GCA Collateral, together with (subject Parties shall have delivered to clause (b) below):the Collateral Agent: (i) all of the Collateral consisting of certificated securities and promissory notes, if any, referred to therein and then owned by such Credit Party, (x) endorsed in blank in the case of any such promissory notes and (y) together with executed and undated endorsements for transfer in the case of any such certificated securities (it being understood that this condition shall be deemed satisfied by the delivery of such Collateral to the First-Lien Collateral Agent pursuant to the First-Lien Credit Documents); (ii) proper financing statements (Form UCC-1 or the equivalent) fully completed executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filingAgreement; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified upon request, copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filed, respective Credit Party is organized together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) UCC-3 or such other termination statements as shall be required by local law law) fully executed and/or authorized for filing).; and (biv) Notwithstanding anything evidence of the completion (or arrangements therefor reasonably satisfactory to the contrary contained above Collateral Agent) of all other recordings and filings of, or with respect to, and all action necessary in this Section 6.10 or connection with, the Guaranty and Collateral Agreement as may be necessary or, in Section 6.04 or in following Section 6.18the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the extent any security interests intended to be created by the Guaranty and Collateral is not provided Agreement; and (or any related required v) evidence that all other actions under Section 6.04necessary or, 6.10 or 6.18 are not in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guaranty and Collateral Agreement have been taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Guaranty and Collateral Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize full force and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10effect.

Guaranty and Collateral Agreement. On the Closing Date, as required by the Collateral and Guarantee Requirement (a) On the Initial Borrowing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) Credit Party shall have duly authorized, executed and delivered (a) a Guaranty and the Collateral Agreement in the form of Exhibit G F (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such and, in connection therewith, the Credit Party’s GCA Collateral, together with (subject Parties shall have delivered to clause (b) below):the Collateral Agent: (i) all of the delivery Collateral consisting of certificated securities and promissory notes, if any, referred to therein and then owned by such Credit Party, (x) endorsed in blank in the case of any such promissory notes and (y) together with executed and undated endorsements for transfer in the case of any such certificated securities; (ii) proper financing statements (Form UCC-1 or the equivalent) fully completed executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filingAgreement; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filed, respective Credit Party is organized together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) UCC-3 or such other termination statements as shall be required by local law law) fully executed and/or authorized for filing).; and (biv) Notwithstanding anything evidence of the completion (or arrangements therefor reasonably satisfactory to the contrary contained above Collateral Agent) of all other recordings and filings of, or with respect to, and all action necessary in this Section 6.10 or connection with, the Guaranty and Collateral Agreement as may be necessary or, in Section 6.04 or in following Section 6.18the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the extent any security interests intended to be created by the Guaranty and Collateral is not provided Agreement; and (or any related required v) evidence that all other actions under Section 6.04necessary or, 6.10 or 6.18 are not in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guaranty and Collateral Agreement have been taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Guaranty and Collateral Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize full force and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10effect.

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Effective Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) Loan Party shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral, together with (subject to clause (b) below):with: (i) the delivery of proper financing statements Financing Statements (Form UCC-1 or the equivalent) fully completed in proper form for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement Agreement, with arrangements having been made by the Borrower which are reasonably satisfactory to the Collateral Agent to ensure that such financing statements are filed before any financing statements are filed in such GCA Collateral a security interest in which may be perfected by such a filingconnection with the Second-Lien Loan Documents; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filedor where any Mortgaged Property is located, together with copies of such other financing statements that name the Borrower or any Credit Party Subsidiary Guarantor as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing).; (biii) Notwithstanding anything to evidence of the contrary contained above completion or performance, as the case may be, of all other recordings and filings of, or with respect to, the Guaranty and Collateral Agreement as may be necessary or, in this Section 6.10 or in Section 6.04 or in following Section 6.18the reasonable opinion of the Collateral Agent, desirable, to perfect the extent any security interests intended to be created by the Guaranty and Collateral is not provided Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guaranty and Collateral Agreement have been or any related required actions under Section 6.04are being taken, 6.10 or 6.18 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Guaranty and Collateral Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize full force and to cause the applicable Credit Parties to irrevocably authorizeeffect. In addition, the Administrative Agent to file necessary UCC financing statements and shall have received (Ci) with respect to perfection the certificates representing the shares of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated certificated capital stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pledged pursuant to the Exchange Offer shall be required Guaranty and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged pursuant to be provided on the Initial Borrowing Date. For Guaranty and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10pledgor thereof.

Guaranty and Collateral Agreement. On the Restatement Effective Date, (a) On the Initial Borrowing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) Credit Party shall have duly authorized, executed and delivered (a) a an Amended and Restated Guaranty and Collateral Agreement in the form of Exhibit G F (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all and, in connection therewith, the Credit Parties shall have delivered (to the extent not in possession of such Credit Party’s GCA Collateral, together with (subject the Collateral Agent prior to clause (bthe Restatement Effective Date) below):to the Collateral Agent: (i) all of the delivery Collateral consisting of certificated securities and promissory notes, if any, referred to therein and then owned by such Credit Party, (x) endorsed in blank in the case of any such promissory notes and (y) together with executed and undated endorsements for transfer in the case of any such certificated securities; (ii) proper financing statements (Form UCC-1 or the equivalent) fully completed executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filingAgreement; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor and that are filed where each Credit Party is organized and, to the extent requested by the Collateral Agent, in such other jurisdictions in which Collateral is located on the jurisdictions where the applicable financing statements referred to in clause (i) above will be filedRestatement Effective Date, together with copies of such other financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed or authorized for filing).; and (biv) Notwithstanding anything evidence of the completion (or arrangements therefor satisfactory to the contrary contained above Collateral Agent) of all other recordings and filings of, or with respect to, and all action necessary in this Section 6.10 or connection with, the Guaranty and Collateral Agreement as may be necessary or, in Section 6.04 or in following Section 6.18the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the extent any Collateral is not provided (or any related required actions under Section 6.04, 6.10 or 6.18 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Agreement on the Initial Borrowing Date but shall instead be required security interests intended to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased created by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood Guaranty and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10.Collateral Agreement; and

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral, together with (subject to clause (b) below): (i) the delivery of proper financing statements (Form UCC-1 or the equivalent) fully completed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral to the extent that a security interest in which such GCA Collateral may be perfected by such a filing; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and; (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filed, together with copies of such other financing statements that name any Credit Party as debtor in any such jurisdiction (none of which shall cover any of the GCA Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing); and (iv) fully executed and completed Grants of Security Interest in Trademarks, Patents and Copyrights in the respective forms attached to the Guaranty and Collateral Agreement for filing in the United States Patent and Trademark Office and the United States Copyright Office, as the case may be, and the Guaranty and Collateral Agreement shall be in full force and effect. (b) Notwithstanding anything to the contrary contained above in this Section 6.10 5.10, in Section 5.05(iii) or in Section 6.04 or in following Section 6.185.11, to the extent that any Collateral is not or cannot be provided or perfected (or any related required actions under Section 6.04, 6.10 5.05(iii) or 6.18 5.11 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery provision of such Collateral and the perfection thereof (and the taking of the related required actionsactions under Section 5.05(iii) or 5.11) shall not constitute a condition precedent to the extensions making of credit Term Loans under this Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.108.12, except that the foregoing provisions of this Section 5.10(b) shall not apply to the provision and perfection (A) such Credit Party and it shall be required to comply with the requirements of Section 6.11, (B) with respect a condition precedent to the perfection making of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided Term Loans under this Agreement on the Initial Borrowing Date. For Date that the avoidance Credit Parties have provided and delivered the necessary documents as otherwise required under Section 5.10(a) to perfect) in any Collateral to the extent that the perfection thereof may be accomplished by (i) the filing of doubta UCC-1 (or similar statement) under the UCC, it is understood (ii) the delivery of stock certificates (and agreed that Target and its Wholly-Owned related stock powers) of the Domestic Subsidiaries shall not be required of the Borrower and, to become Subsidiary Guarantors on the Initial Borrowing Dateextent the Equity Interests represented by such stock certificates are directly owned by a Credit Party, but shall only be required to do so after the Merger Closing Date Foreign Subsidiaries of the Borrower organized or incorporated under the laws of Canada (or any province thereof) or (iii) the filings of the respective Grants of Security Interest in accordance with Trademarks, Patents and Copyrights in the requirements of Section 10.10United States Patent and Trademark Office and the United States Copyright Office.

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Effective Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) Loan Party shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral, together with (subject to clause (b) below):with: (i) the delivery of proper financing statements Financing Statements (Form UCC-1 or the equivalent) fully completed in proper form for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement Agreement, with arrangements having been made by the Borrower which are reasonably satisfactory to the Collateral Agent to ensure that such financing statements are filed after any financing statements are filed in such GCA Collateral a security interest in which may be perfected by such a filingconnection with the First-Lien Loan Documents; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filedor where any Mortgaged Property is located, together with copies of such other financing statements that name the Borrower or any Credit Party Subsidiary Guarantor as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Liens created by the First-Lien Security Documents and other Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing).; (biii) Notwithstanding anything to evidence of the contrary contained above completion or performance, as the case may be, of all other recordings and filings of, or with respect to, the Guaranty and Collateral Agreement as may be necessary or, in this Section 6.10 or in Section 6.04 or in following Section 6.18the reasonable opinion of the Collateral Agent, desirable, to perfect the extent any security interests intended to be created by the Guaranty and Collateral is not provided Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guaranty and Collateral Agreement have been or any related required actions under Section 6.04are being taken, 6.10 or 6.18 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Guaranty and Collateral Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize full force and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10effect.

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Date, HoldingsBy executing and delivering this Supplement, the Borrower and each Wholly-Owned Domestic Subsidiary Additional Obligor, as provided in Section 9.13. of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral, together with (subject to clause (b) below): (i) the delivery of proper financing statements (Form UCC-1 or the equivalent) fully completed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filing; (ii) to the extent required by the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as an Obligor thereunder with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (xa) the securities described or referred to in Schedule 2-S attached hereto and (b) (i) the certificates or instruments, if any, representing such securities, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any certificates representing or all of such securities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this definition and (vii) all proceeds of any of the foregoing (collectively, the "Collateral"). Upon execution of this Supplement, such securities will constitute "Pledged Stock (Securities" for purposes of the Guaranty and Collateral Agreement with the same force and effect as defined if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Obligor hereby expressly assumes all obligations and liabilities of a Obligor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Obligor to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Collateral Agreement), together with executed . The Additional Obligor hereby represents and undated endorsements warrants that each of transfer the representations and warranties contained in ARTICLE IV. of the Guaranty and Collateral Agreement is true and correct on and as the date hereof (yafter giving effect to this Supplement) any promissory notes, together with executed as if made on and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent such date, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filed, together with copies of such other financing statements that name any Credit Party as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing). (b) Notwithstanding anything to the contrary contained above in this Section 6.10 or in Section 6.04 or in following Section 6.18, to the extent any Collateral is not provided (or any related required actions under Section 6.04, 6.10 or 6.18 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10.

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings the Borrower (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded SubsidiariesSubsidiary) shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G H (as amended, modified, restated and/or restated, waived or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of the Borrower’s and each such Credit PartyWholly-Owned Domestic Subsidiary’s GCA Collateral, together with (subject to clause (b) below):with: (i) the delivery of proper financing statements (Form UCC-1 or the equivalent) fully completed authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirableAgent advisable, to perfect (if and to the extent perfection is required by the Guaranty and Collateral Agreement) the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filingAgreement; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filedabove, together with copies of such other financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing).; (biii) Notwithstanding anything delivery of all other recordings and filings of, or with respect to, the Guaranty and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent advisable, to the contrary contained above in this Section 6.10 or in Section 6.04 or in following Section 6.18, perfect (if and to the extent any perfection is required by the Guaranty and Collateral Agreement) the security interests intended to be created by the Guaranty and Collateral Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent advisable to perfect (if and to the extent perfection is not provided (or any related required actions under Section 6.04by the Guaranty and Collateral Agreement) and protect the security interests purported to be created by the Guaranty and Collateral Agreement have been taken, 6.10 or 6.18 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Guaranty and Collateral Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize full force and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10effect.

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Closing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral, together with (subject to clause (b) below): (i) the delivery of proper financing statements (Form UCC-1 or the equivalent) fully completed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral to the extent that a security interest in which such GCA Collateral may be perfected by such a filing; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and; (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filed, together with copies of such other financing statements that name any Credit Party as debtor in any such jurisdiction (none of which shall cover any of the GCA Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing); and (iv) fully executed and completed Grants of Security Interest in Trademarks, Patents and Copyrights in the respective forms attached to the Guaranty and Collateral Agreement for filing in the United States Patent and Trademark Office and the United States Copyright Office, as the case may be, and the Guaranty and Collateral Agreement shall be in full force and effect. (b) Notwithstanding anything to the contrary contained above in this Section 6.10 5.10, Section 5.11 or in Section 6.04 or in following Section 6.185.13(ii), to the extent that any Collateral is not or cannot be provided or perfected (or any related required actions under Section 6.04, 6.10 5.11 or 6.18 Section 5.13(ii) are not taken) on the Initial Borrowing Closing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery provision of such Collateral and the perfection thereof (and the taking of the related required actionsactions under Section 5.11 or Section 5.13(ii)) shall not constitute a condition precedent to the extensions making of credit Term Loans under this Agreement on the Initial Borrowing Closing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.108.12 (and within the time periods prescribed by on Schedule 8.17), except that the foregoing provisions of this Section 5.10(b) shall not apply to the provision and perfection (and it shall be a condition precedent to the making of Term Loans under this Agreement on the Closing Date that the Credit Parties have provided and delivered the necessary documents as otherwise required under Section 5.10(a) to perfect) in any Collateral or the provision of to the extent that the perfection thereof may be accomplished by (i) the filing of a UCC-1 (or similar statement) under the UCC, (ii) the delivery of stock certificates (and related stock powers) of the Domestic Subsidiaries (other than any Domestic Subsidiary of a Controlled Foreign Corporation) of the Borrower and, to the extent the Equity Interests represented by such stock certificates are directly owned by a Credit Party, 65% of the voting stock and 100% of the non-voting stock of the first tier Foreign Subsidiaries of the Borrower that are Controlled Foreign Corporations or (iii) the filings of the respective Grants of Security Interest in Trademarks, Patents and Copyrights in the United States Patent and Trademark Office and the United States Copyright Office.

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Date, Holdings, the Borrower and (a) each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) Credit Party shall have duly authorized, executed and delivered (a) a the Guaranty and Collateral Agreement in the form of Exhibit G F (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such and, in connection therewith, the Credit Party’s GCA Collateral, together with (subject Parties shall have delivered to clause (b) below):the Collateral Agent: (i) all of the delivery Collateral consisting of certificated securities and promissory notes, if any, referred to therein and then owned by such Credit Party, (x) endorsed in blank in the case of any such promissory notes and (y) together with executed and undated endorsements for transfer in the case of any such certificated securities; (ii) proper financing statements (Form UCC-1 or the equivalent) fully completed executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filingAgreement; (ii) to the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor and that are filed where each Credit Party is organized and, to the extent requested by the Collateral Agent, in such other jurisdictions in which Collateral is located on the jurisdictions where the applicable financing statements referred to in clause (i) above will be filedInitial Borrowing Date, together with copies of such other financing statements that name the Borrower or any Credit Party of its Subsidiaries as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed or authorized for filing).; and (biv) Notwithstanding anything evidence of the completion (or arrangements therefor satisfactory to the contrary contained above Collateral Agent) of all other recordings and filings of, or with respect to, and all action necessary in this Section 6.10 or connection with, the Guaranty and Collateral Agreement as may be necessary or, in Section 6.04 or in following Section 6.18the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the extent any security interests intended to be created by the Guaranty and Collateral is not provided Agreement; and (or any related required v) evidence that all other actions under Section 6.04necessary or, 6.10 or 6.18 are not in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guaranty and Collateral Agreement have been taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Guaranty and Collateral Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize full force and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10.effect; and

Guaranty and Collateral Agreement. (a) On The provisions of the Initial Borrowing Date, Holdings, the Borrower and each Wholly-Owned Domestic Subsidiary of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement are effective to create, in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, all of the Collateral described therein, and (i) when financing statements and other filings in appropriate form are filed in the form offices specified in the Guaranty and Collateral Agreement and (ii) upon the taking of Exhibit G possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (as amended, modified, restated and/or supplemented from time which possession or control shall be given to time, the “Administrative Agent to the extent possession or control by the Administrative Agent is required by the Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral), together with (subject to clause (b) below): (i) the delivery of proper financing statements (Form UCC-1 or the equivalent) fully completed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be Liens created by the Guaranty and Collateral Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Collateral covered thereby (other than such GCA Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in which effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Excepted Liens, and prior and superior to all other Liens other than Excepted Liens. Mortgages. Each Mortgage is effective to create, in favor of the Administrative Agent (or such other trustee as may be perfected by such a filing; (iirequired or desired under local law) for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Mortgaged Property thereunder and the proceeds thereof, subject only to Excepted Liens, and when the extent required by the Guaranty and Collateral Agreement, (x) any certificates representing Pledged Stock (as defined in the Guaranty and Collateral Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes, together with executed and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name any Credit Party as debtor and that Mortgages are filed in the jurisdictions where offices specified on Schedule 7.19 (or, in the applicable financing statements referred to in clause (i) above will be filed, together with copies case of such other financing statements that name any Credit Party as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully Mortgage executed for filing). (b) Notwithstanding anything to the contrary contained above in this Section 6.10 or in Section 6.04 or in following Section 6.18, to the extent any Collateral is not provided (or any related required actions under Section 6.04, 6.10 or 6.18 are not taken) on the Initial Borrowing Date and delivered after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date date thereof in accordance with the requirements provisions of Section 10.108.12 and Section 8.14, except that (A) when such Credit Party Mortgage is filed in the appropriate offices), the Mortgages shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage. Valid Liens. Each Security Instrument delivered pursuant to Section 8.12 or Section 8.14, upon execution and delivery thereof, 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, all of the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver under applicable Governmental Requirements or cause to be delivered, necessary UCC financing statements possession or control is conferred to the Administrative Agent or to irrevocably authorize Agent, such Security Instrument will constitute fully perfected first priority Liens on, and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in, all right, title and interest of the Loan Parties in Stock Certificatessuch Collateral, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together in each case with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10no other Liens except for applicable Excepted Liens.

Guaranty and Collateral Agreement. (a) On the Initial Borrowing Date, HoldingsBy executing and delivering this Supplement, the Borrower and each Wholly-Owned Domestic Subsidiary Additional Pledgor, as provided in Section 9.13 of Holdings (other than the Borrower, the Inactive Subsidiaries, the Agreed Non-Guarantor Subsidiaries and any Excluded Subsidiaries) shall have duly authorized, executed and delivered (a) a Guaranty and Collateral Agreement in the form of Exhibit G (as amended, modified, restated and/or supplemented from time to time, the “Guaranty and Collateral Agreement”) covering all of such Credit Party’s GCA Collateral, together with (subject to clause (b) below): (i) the delivery of proper financing statements (Form UCC-1 or the equivalent) fully completed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guaranty and Collateral Agreement in such GCA Collateral a security interest in which may be perfected by such a filing; (ii) to the extent required by the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as an Obligor thereunder (xif not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any certificates representing or all of such securities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this definition and (vii) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such securities will constitute “Pledged Stock (Securities” for purposes of the Guaranty and Collateral Agreement with the same force and effect as defined if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Collateral Agreement), together with executed . The Additional Pledgor hereby represents and undated endorsements warrants that each of transfer the representations and warranties contained in Article IV of the Guaranty and Collateral Agreement is true and correct on and as the date hereof (yafter giving effect to this Supplement) any promissory notes, together with executed as if made on and undated allonges; and (iii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent such date, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions where the applicable financing statements referred to in clause (i) above will be filed, together with copies of such other financing statements that name any Credit Party as debtor in any such jurisdiction (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) (or the authority to file the same) or such other termination statements as shall be required by local law fully executed for filing). (b) Notwithstanding anything to the contrary contained above in this Section 6.10 or in Section 6.04 or in following Section 6.18, to the extent any Collateral is not provided (or any related required actions under Section 6.04, 6.10 or 6.18 are not taken) on the Initial Borrowing Date after the Credit Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the extensions of credit under this Agreement on the Initial Borrowing Date but shall instead be required to be delivered (or taken) after the Initial Borrowing Date in accordance with the requirements of Section 10.10, except that (A) such Credit Party shall be required to comply with the requirements of Section 6.11, (B) with respect to the perfection of security interests in UCC Filing Collateral, such Credit Party shall be obligated to deliver or cause to be delivered, necessary UCC financing statements to the Administrative Agent or to irrevocably authorize and to cause the applicable Credit Parties to irrevocably authorize, the Administrative Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Stock Certificates, such Credit Party shall be obligated to use commercially reasonable efforts to deliver to the Administrative Agent Stock Certificates together with undated stock powers in blank, it being understood and agreed that perfected security interests in all Shares purchased by the Borrower pursuant to the Exchange Offer shall be required to be provided on the Initial Borrowing Date. For the avoidance of doubt, it is understood and agreed that Target and its Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors on the Initial Borrowing Date, but shall only be required to do so after the Merger Closing Date in accordance with the requirements of Section 10.10.