Common use of Matters Relating to Collateral Clause in Contracts

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1C, 4.1D, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, effective to create in favor of Administrative Agent for the benefit of Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date). B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities.

Matters Relating to Collateral. A. CREATION(a) Each Debtor agrees, PERFECTION AND PRIORITY OF LIENS. The at its expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Secured Party may from time to time reasonably request to better assure, preserve, protect and perfect the security interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the security interest hereunder and the filing of any financing statements or other documents in connection herewith. If any amount payable under or in connection with any of the Collateral Documents shall be or become evidenced by Loan Partiesany promissory note or other instrument (other than a check issued in payment in the ordinary course of business and timely deposited), together with (i) the actions taken on such note or prior instrument shall be immediately pledged and delivered to the date hereof pursuant Secured Party, duly endorsed in a manner satisfactory to subsections 4.1C, 4.1D, 6.8 the Secured Party (and 6.9 shall be received and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, effective to create held uncommingled in favor of Administrative Agent trust for the benefit of Lendersthe Secured Party pending such endorsement and delivery). (b) The Secured Party and such persons as the Secured Party may reasonably designate shall have the right, as security for at any reasonable time or times upon reasonable notice and at the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral)Debtor's own cost and expense, a valid and perfected First Priority Lien on all of to inspect the Collateral, all Records related thereto (and all filings to make extracts and other actions necessary to perfect and maintain the perfection and First Priority status of copies from such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent Records) and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (premises upon which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date). B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents is located, to discuss any Debtor's affairs with the officers of such Debtor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of or (ii) any other matter relating to, the exercise by Administrative Agent Collateral, including, in the case of Accounts Receivable or Collateral in the possession of any rights third party, by contacting Account Debtors or remedies the third party in respect possession of such Collateral for the purpose of making such a verification. (c) At its option, the Secured Party may discharge past due taxes, assessments, charges, fees or Liens, at any time levied or placed on the Collateral (whether specifically granted or created pursuant to any part thereof), and may pay for the maintenance and preservation of the Collateral Documents to the extent any Debtor fails to do so as required by this Agreement or created the other Loan Documents, and each Debtor agrees to reimburse the Secured Party on demand for any payment made or provided for any reasonable and documented expense incurred by applicable law)the Secured Party pursuant to the foregoing authorization; provided, except for filings however, that nothing in this paragraph shall be interpreted as excusing any Debtor from the performance of, or recordings contemplated by subsection 5.16A and except as may be requiredimposing any obligation on the Secured Party to cure or perform, in connection with the disposition any covenants or other promises of any Pledged CollateralDebtor with respect to taxes, by laws generally affecting assessments, charges, fees or Liens or maintenance as set forth herein or in the offering other Loan Documents. (d) If at any time any Debtor shall take and sale perfect a security interest in any property of securitiesan Account Debtor or any other Person to secure payment and performance of an Account Receivable, such Debtor shall promptly assign such security interest to the Secured Party. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by Loan Borrower Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1CSections 4.1(a)(vii) and 4.1(a)(viii), 4.1D, 6.8 and 6.9 and (ii) the actions taken pursuant to Sections 6.9 and 6.11, and (iii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, are effective to create in favor of Administrative Agent for the benefit of LendersBanks, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, a security interest in which may be perfected by filing in the United States or possession, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Agent. B. GOVERNMENTAL AUTHORIZATIONS. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Government Authority in the United States is required for either (i) the pledge or grant by any Loan Borrower Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents Documents, or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A Section 5.14(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities. (c) The pledge of the Pledged Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. (d) All information supplied to Agent by or on behalf of any Borrower Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by the Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1CSection 1(c) of the Limited Waiver dated as of February 4, 4.1D2002, 6.8 among the Borrowers, the Lenders and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, subsection 6.8 hereof are effective to create in favor of Administrative Agent for the benefit of Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document Security Agreement in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Agent. B. GOVERNMENTAL AUTHORIZATIONS. (b) No authorization, approval or other action by, Governmental Authorization and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A Section 5.17(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities. (c) Except such as may have been filed in favor of Administrative Agent as contemplated by Section 5.17(a) and to evidence permitted lease obligations and other Liens permitted pursuant to Section 7.2, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office. (d) All information supplied to Administrative Agent by or on behalf of any Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects."

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by the Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1CSections 4.01(b), 4.1D, 6.8 6.12 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, 6.14 are effective to create in favor of Administrative the Applicable Agent for the benefit of the Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral)Obligations, a valid and perfected First Priority Lien on all of the CollateralCollateral that can be perfected by possession, by filing a UCC financing statement, by filing a Mortgage with the appropriate real property office, by recording an appropriate document with the PTO or by a deposit account control agreement or by a securities account control agreement (in accordance with the priority set forth in the Collateral Documents), and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements or any documents required to be filed with the PTO delivered to Administrative the Applicable Agent for filing or recording (but not yet filedfiled or recorded), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative the Applicable Agent and the filing certain registrations and filings and delivery of certain UCC termination statements relating to the Liens documents and other items required under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Section 6.14. B. GOVERNMENTAL AUTHORIZATIONS. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative the Applicable Agent pursuant to any of the Collateral Documents or (ii) the exercise by Administrative the Applicable Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A Article 4 and Sections 5.18(a), 6.12 and 6.14 and except as may be required, in connection with the disposition of any Pledged pledged Equity Interests that constitute Collateral, by laws generally affecting the offering and sale of securitiessecurities and generally affecting the disposition of the Collateral by a secured creditor. (c) Except such as may have been filed in favor of the Administrative Agent as contemplated by Section 5.18(a), (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office, except in respect of Liens permitted pursuant to Section 7.01 and (ii) no effective filing covering all or any part of the IP Collateral or the Second-Lien IP Collateral is on file in the PTO. (d) The pledge of the Equity Interests that constitute Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. (e) All information supplied to the Administrative Agent by or on behalf of any Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Matters Relating to Collateral. A. CREATION(a) Each Debtor agrees, PERFECTION AND PRIORITY OF LIENS. The at its expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the security interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the security interest hereunder and the filing of any financing statements or other documents in connection herewith. If any amount payable under or in connection with any of the Collateral Documents shall be or become evidenced by Loan Partiesany promissory note or other instrument (other than a check issued in payment in the ordinary course of business and timely deposited), together with (i) the actions taken on such note or prior instrument shall be immediately pledged and delivered to the date hereof pursuant to subsections 4.1C, 4.1D, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if anyduly endorsed in a manner satisfactory to the Collateral Agent (and shall be received, effective to create and held uncommingled in favor of Administrative Agent trust for the benefit of Lenders, as security the Collateral Agent for the respective ratable benefit of the Secured Obligations Parties pending such endorsement and delivery). (b) The Collateral Agent and such persons as defined in the applicable Collateral Document in respect of Agent may reasonably designate shall have the right, at any Collateral)reasonable time or times upon reasonable notice and at the Debtor's own cost and expense, a valid and perfected First Priority Lien on all of to inspect the Collateral, all Records related thereto (and all filings to make extracts and other actions necessary to perfect and maintain the perfection and First Priority status of copies from such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent Records) and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (premises upon which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date). B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents is located, to discuss any Debtor's affairs with the officers of such Debtor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of or (ii) any other matter relating to, the exercise by Administrative Agent Collateral, including, in the case of Accounts Receivable or Collateral in the possession of any rights third party, by contacting Account Debtors or remedies the third party in respect possession of such Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any other Secured Party. (c) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees or Liens, at any time levied or placed on the Collateral (whether specifically granted or created pursuant to any part thereof), and may pay for the maintenance and preservation of the Collateral Documents to the extent any Debtor fails to do so as required by this Agreement or created the other Loan Documents, and such Debtor agrees to reimburse the Collateral Agent on demand for any payment made or provided for any reasonable and documented expense incurred by applicable law)the Collateral Agent pursuant to the foregoing authorization; provided, except for filings however, that nothing in this paragraph shall be interpreted as excusing any Debtor from the performance of, or recordings contemplated by subsection 5.16A and except as may be requiredimposing any obligation on the Collateral Agent or any other Secured Party to cure or perform, in connection with the disposition any covenants or other promises of any Pledged CollateralDebtor with respect to taxes, by laws generally affecting assessments, charges, fees or Liens or maintenance as set forth herein or in the offering other Loan Documents. (d) If at any time any Debtor shall take and sale perfect a security interest in any property of securitiesan Account Debtor or any other Person to secure payment and performance of an Account Receivable, such Debtor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by Loan Borrower Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1CSections 4.1(a)(vii) and 4.1(a)(viii), 4.1D, 6.8 and (ii) the actions taken pursuant to Sections 6.9 and 6.11, and (iiiii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, are effective to create in favor of Administrative Agent for the benefit of LendersBanks, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, a security interest in which may be perfected by filing in the United States or possession, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Agent. B. GOVERNMENTAL AUTHORIZATIONS. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Government Authority in the United States is required for either (i) the pledge or grant by any Loan Borrower Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents Documents, or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A Section 5.14(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities. (c) The pledge of the Pledged Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. (d) All information supplied to Administrative Agent by or on behalf of any Borrower Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by the Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1CSections -------- 4.01(b), 4.1D4.01(c), 6.8 6.12 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, 6.13 are effective to create in favor of the ------- ------- ---- ---- Administrative Agent for the benefit of the Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the CollateralCollateral that can be perfected by possession, by filing a UCC financing statement, by filing a Mortgage with the appropriate real property office, by recording an appropriate document with the PTO or by a Control Agreement or securities account control agreement, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to the Administrative Agent for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Agent. B. GOVERNMENTAL AUTHORIZATIONS. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A Article IV and ---------- Sections 5.18(a), 6.12, 6.13 and 6.15 and except as may be required, in ---------------- ---- ---- ---- connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securitiessecurities and generally affecting the disposition of the Collateral by a secured creditor. (c) Except such as may have been filed in favor of the Administrative Agent as contemplated by Section 5.18(a) (i) no effective UCC --------------- financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office, except in respect of Liens permitted pursuant to Section 7.01 and (ii) ------------ no effective filing covering all or any part of the IP Collateral is on file in the PTO. (d) The pledge of the Pledged Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. (e) All information supplied to the Administrative Agent by or on behalf of any Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by Loan Borrower Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1CSections 4.1(a)(vii) and 4.1(a)(viii), 4.1D, 6.8 and (ii) the actions taken pursuant to Sections 6.9 and 6.11, and (iiiii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, are effective to create in favor of Administrative Agent for the benefit of LendersBanks, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, a security interest in which may be perfected by filing in the United States or possession, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Agent. B. GOVERNMENTAL AUTHORIZATIONS. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Government Authority in the United States is required for either (i) the pledge or grant by any Loan Borrower Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents Documents, or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A Section 5.14(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securitiessecurities . (c) The pledge of the Pledged Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. (d) All information supplied to Administrative Agent by or on behalf of any Borrower Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Matters Relating to Collateral. A. CREATION(a) Each Debtor agrees, PERFECTION AND PRIORITY OF LIENS. The at its expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Special Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the security interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the security interest hereunder and the filing of any financing statements or other documents in connection herewith. If any amount payable under or in connection with any of the Collateral Documents shall be or become evidenced by Loan Partiesany promissory note or other instrument (other than a check issued in payment in the ordinary course of business and timely deposited), together with (i) the actions taken on such note or prior instrument shall be immediately pledged and delivered to the date hereof pursuant to subsections 4.1C, 4.1D, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Special Collateral Agent, if anyduly endorsed in a manner satisfactory to the Special Collateral Agent (and shall be received, effective to create and held uncommingled in favor of Administrative Agent trust for the benefit of Lenders, as security the Special Collateral Agent for the respective ratable benefit of the Secured Obligations Parties pending such endorsement and delivery). (b) The Special Collateral Agent and such persons as defined in the applicable Special Collateral Document in respect of Agent may reasonably designate shall have the right, at any Collateral)reasonable time or times upon reasonable notice and at the Debtor's own cost and expense, a valid and perfected First Priority Lien on all of to inspect the Collateral, all Records related thereto (and all filings to make extracts and other actions necessary to perfect and maintain the perfection and First Priority status of copies from such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent Records) and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (premises upon which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date). B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents is located, to discuss any Debtor's affairs with the officers of such Debtor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of or (ii) any other matter relating to, the exercise by Administrative Agent Collateral, including, in the case of Accounts Receivable or Collateral in the possession of any rights third party, by contacting Account Debtors or remedies the third party in respect possession of such Collateral for the purpose of making such a verification. The Special Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any other Secured Party. (c) At its option, the Special Collateral Agent may discharge past due taxes, assessments, charges, fees or Liens, at any time levied or placed on the Collateral (whether specifically granted or created pursuant to any part thereof), and may pay for the maintenance and preservation of the Collateral Documents to the extent any Debtor fails to do so as required by this Agreement or created the other Loan Documents, and such Debtor agrees to reimburse the Special Collateral Agent on demand for any payment made or provided for any reasonable and documented expense incurred by applicable law)the Special Collateral Agent pursuant to the foregoing authorization; provided, except for filings however, that nothing in this paragraph shall be interpreted as excusing any Debtor from the performance of, or recordings contemplated by subsection 5.16A and except as may be requiredimposing any obligation on the Special Collateral Agent or any other Secured Party to cure or perform, in connection with the disposition any covenants or other promises of any Pledged CollateralDebtor with respect to taxes, by laws generally affecting assessments, charges, fees or Liens or maintenance as set forth herein or in the offering other Loan Documents. (d) If at any time any Debtor shall take and sale perfect a security interest in any property of securitiesan Account Debtor or any other Person to secure payment and performance of an Account Receivable, such Debtor shall promptly assign such security interest to the Special Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

Matters Relating to Collateral. A. CREATION(A) Each Debtor agrees, PERFECTION AND PRIORITY OF LIENS. The at its expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Bank may from time to time reasonably request to better assure, preserve, protect and perfect the security interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the security interest hereunder and the filing of any financing statements or other documents in connection herewith. If any amount payable under or in connection with any of the Collateral Documents shall be or become evidenced by Loan Partiesany promissory note or other instrument (other than a check issued in payment in the ordinary course of business and timely deposited), together with (i) the actions taken on such note or prior instrument shall be immediately pledged and delivered to the date hereof pursuant Bank, duly endorsed in a manner satisfactory to subsections 4.1Cthe Bank (and shall be received, 4.1D, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, effective to create held uncommingled in favor of Administrative Agent trust for the benefit of Lendersthe Bank pending such endorsement and delivery). (B) The Bank and such persons as the Bank may reasonably designate shall have the right, as security for at any reasonable time or times upon reasonable notice and at the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral)Debtor's own cost and expense, a valid and perfected First Priority Lien on all of to inspect the Collateral, all Records related thereto (and all filings to make extracts and other actions necessary to perfect and maintain the perfection and First Priority status of copies from such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent Records) and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (premises upon which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date). B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents is located, to discuss any Debtor's affairs with the officers of such Debtor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of or (ii) any other matter relating to, the exercise by Administrative Agent Collateral, including, in the case of Accounts Receivable or Collateral in the possession of any rights third party, by contacting Account Debtors or remedies the third party in respect possession of such Collateral for the purpose of making such a verification. (C) At its option, the Bank may discharge past due taxes, assessments, charges, fees or Liens, at any time levied or placed on the Collateral (whether specifically granted or created pursuant to any part thereof), and may pay for the maintenance and preservation of the Collateral Documents to the extent any Debtor fails to do so as required by this Agreement or created the other Loan Documents, and such Debtor agrees to reimburse the Bank on demand for any payment made or provided for any reasonable and documented expense incurred by applicable law)the Bank pursuant to the foregoing authorization; provided, except for filings however, that nothing in this paragraph shall be interpreted as excusing any Debtor from the performance of, or recordings contemplated by subsection 5.16A and except as may be requiredimposing any obligation on the Bank to cure or perform, in connection with the disposition any covenants or other promises of any Pledged CollateralDebtor with respect to taxes, by laws generally affecting assessments, charges, fees or Liens or maintenance as set forth herein or in the offering other Loan Documents. (D) If at any time any Debtor shall take and sale perfect a security interest in any property of securitiesan Account Debtor or any other Person to secure payment and performance of an Account Receivable, such Debtor shall promptly assign such security interest to the Bank. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

Matters Relating to Collateral. A. CREATIONCreation, PERFECTION AND PRIORITY OF LIENSPerfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1C4.1I, 4.1D4.1J, 6.8 and 6.9 and the filing of any UCC financing statements and/or amendments and PTO filings and/or amendments delivered to Administrative Agent for filing (but not yet filed) and the recording of any Effective Date Mortgages or Ship Mortgages delivered to Administrative Agent for recording (but not yet recorded) or amendments to the Mortgages and Ship Mortgages existing prior to the Effective Date, and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, are effective to create or to continue in favor of Administrative Agent for the benefit of Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing or recording of the Effective Date Mortgages and the Ship Mortgages, the filing of any UCC financing statements and/or amendments and PTO filings and/or amendments delivered to Administrative Agent for filing (but not yet filed), the recording of any Effective Date Mortgages and Ship Mortgages delivered to Administrative Agent for recording (but not yet recorded) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Agent. B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by Loan PartiesBorrower, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1C, 4.1D, 6.8 and 6.9 Sections 4.01(c) and (ii) the delivery to Administrative Agent Lender of any Pledged Collateral not delivered to Administrative Agent Lender at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are, assuming continuous possession of such Pledged Collateral by Administrative Agent or any Supplemental Collateral Agent, if any, are effective to create in favor of Administrative Agent for the benefit of LendersLender, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority Lien status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent Lender for filing (but not yet filed), ) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent and the filing of certain UCC termination statements relating to the Liens under Existing Indebtedness (which have been delivered to Administrative Agent and which will be promptly filed after the Closing Date)Lender. B. GOVERNMENTAL AUTHORIZATIONS. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Loan Party Borrower of the Liens purported to be created in favor of Administrative Agent Lender pursuant to any of the Collateral Documents or (ii) the exercise by Administrative Agent Lender of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection 5.16A Section 5.17(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities. (c) Except such as may have been filed in favor of Lender as contemplated by Section 5.17(a) no effective UCC financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office. (d) The pledge of the Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. (e) All information supplied to Lender by or on behalf of Borrower or any other Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.