Common use of Security Documents; etc Clause in Contracts

Security Documents; etc. (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); and (iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H G (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereoftherein, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, taken and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (iA) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (iiB) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name Parent, Holdings, Tri-Star Holdings, the Borrower or any of its their respective Subsidiaries as debtor or otherwise relate to the Acquired Business and that are filed in the jurisdictions referred to in clause (iA) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiD) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, ------------------------ each of the Credit Party Parties shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H G (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (i) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); and; (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H G (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"U.S. Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement have been taken, and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (i) Financing Statements executed copies of financing statements (Form UCC-1UCC-1 and PPSA Form 1-C) or appropriate local equivalent in appropriate form for filing under the UCC UCC, the PPSA or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in (I) the jurisdictions referred to in clause (i) aboveabove and (II) the jurisdictions where financing statements would have been filed with respect to the Borrower and its Subsidiaries as debtors pursuant to the UCC as in effect prior to July 1, 2001, in each case together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Third Restatement ------------------------ Effective Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a an Amended and Restated Pledge Agreement in the form of Exhibit H G (as so amended and restated and as the same may be further amended, modifiedamended and restated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, (x) all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interests, along with capital stock and (y) such other evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Third Restatement Effective Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a an Amended and Restated Security Agreement in the form of Exhibit I H (as so amended and restated and as the same may be further amended, modifiedamended and restated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together withwith the following: (i) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of SMT and its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Collateral Agent and (y) to the extent evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered Each Lender hereby consents to the Collateral Agentautomatic release and hereby directs the Administrative Agent to release (or, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes clause B(ii) below, release or subordinate) the following: A. any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor if all of the Securities of such Subsidiary owned by any Obligor are sold in a sale or other disposition permitted under the Loan Documents (yincluding pursuant to a waiver or consent), to the extent that, after giving effect to such sale or other disposition, such Subsidiary would not be required to guaranty any Obligations pursuant to subsection 2.10A; and B. any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) accompanied any Collateral that is sold by executed an Obligor in a sale or other disposition permitted by the Loan Documents (including pursuant to a valid waiver or consent by the Requisite Lenders), to the extent all Liens required to be granted in such Collateral pursuant to subsection 2.10A after giving effect to such sale or other disposition have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 7.2A(iii) and undated transfer powers in the case of certificated Equity Interests, along with evidence that (iii) all other actions necessary or, in the reasonable opinion of the Collateral and all Obligors, upon (a) termination of the Commitments, (b) payment and satisfaction in full in cash of all Term Loans and all other Obligations that the Administrative Agent has been notified (following a written request to the Lenders for such outstanding amounts from the Administrative Agent) by or on behalf of the holder of such Obligations in writing are then due and payable (or will be due and payable following notice or expiration of any applicable grace period), (c) deposit of cash collateral with respect to all Contingent Obligations in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent, desirable, to perfect the security interests purported to be created Secured Parties and each Indemnitee that is owed such Obligations and (d) receipt by the Pledge Agreement have been takenSecured Parties of liability releases from the Obligors each in form and substance reasonably acceptable to the Requisite Lenders. Each Lender hereby directs the Administrative Agent, and the Pledge Agreement Administrative Agent hereby agrees, upon receipt of reasonable advance written notice from Borrower (which notice shall be in full force and effect. (b) On the Initial Borrowing Date, delivered to each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11Lender), to execute and deliver or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor file such documents and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); and (iii) evidence that all perform other actions reasonably necessary or, to release the guaranties and Liens when and as directed in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effectthis subsection 9.6.

Security Documents; etc. (a) On the Initial Borrowing Date, ------------------------ each of the Credit Party Parties shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H G (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (iA) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (iiB) certified copies of Requests for Information or Copies (Form UCC-11UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name Holdings, the Borrower Borrowers or any of its their respective Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (iA) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiD) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Restatement Effective ------------------------ Date, each of the U.S. Credit Party Parties shall have duly authorized, executed and delivered a an Amended and Restated Pledge Agreement in the form of Exhibit H G-1 (as amended, modifiedamended and restated, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"U.S. Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such U.S. Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement have been taken, and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Restatement Effective Date, each Credit Party the U.S. Borrower shall have duly authorized, executed and delivered a Security an Amended and Restated Pledge Agreement in the form of Exhibit I G-2 (as amended, modifiedamended and restated, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Quebec Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the pledged securities referred to therein then owned by the U.S. Borrower and required to be pledged pursuant to the terms thereof, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to render enforceable as against third parties the security interests purported to be created by the Quebec Pledge Agreement have been taken, and the Quebec Pledge Agreement shall be in full force and effect. (c) On the Restatement Effective Date, each of the U.S. Credit Parties shall have duly authorized, executed and delivered an Amended and Restated Security Agreement in the form of Exhibit H-1 (as amended, amended and restated, modified or supplemented from time to time in accordance with the terms thereof and hereof, the "U.S. Security Agreement”") covering all of the U.S. Security Agreement Collateral, together with: (iA) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 U.S. Security Agreement; (iiB) certified copies of Requests for Information or Copies (Form UCC-11UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower CLC or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (iA) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement 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 U.S. Security Agreement; and (iiiD) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Security Agreement have been taken; and the U.S. Security Agreement shall be in full force and effect. (d) On the Restatement Effective Date, the Canadian Borrower shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit G-2 (each, as amended, amended and restated, modified and/or supplemented from time to time in accordance with the terms thereof and hereof, a "Canadian Pledge Agreement" and, collectively, the "Canadian Pledge Agreements") and shall have delivered to the Collateral Agent, as pledge thereunder, all of the pledged securities referred to therein then owned by the Canadian Borrower and required to be pledged pursuant to the terms thereof, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and render enforceable as against third parties the security interests purported to be created by such Canadian Pledge Agreement have been taken, and such Canadian Pledge Agreement shall be in full force and effect. (e) On the Restatement Effective Date, the Canadian Borrower, Xxxxxxxxxx Tank, Chemical Tank and Transplastics shall have duly authorized, executed and delivered a General Security Agreement in the form of Exhibit H-2 (each, as amended, amended and restated, modified and/or supplemented from time to time, a "Canadian Security Agreement" and, collectively, the "Canadian Security Agreements") covering all of such Credit Party's present and future Canadian Security Agreement Collateral, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), fully executed for filing under the PPSA in Ontario and each other jurisdiction as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Canadian Security Agreements; (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all judgment liens or effective financing statements that name CLC or any of its Subsidiaries, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens; (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreements as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Canadian Security Agreements; and (iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Canadian Security Agreements have been taken; and the Canadian Security Agreements shall be in full force and effect. (f) On the Restatement Effective Date, the Canadian Borrower, Xxxxxxxxxx Tank, Chemical Tank and Transplastics shall have duly authorized, executed and delivered a Movable Hypothec in the form of Exhibit H-3 (each, as amended, amended and restated, modified and/or supplemented from time to time, a "Canadian Movable Hypothec" and, collectively, the "Canadian Movable Hypothecs") covering all of such Credit Party's Canadian Security Agreement Collateral, together with: (i) evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Movable Hypothecs as may be necessary or, in the opinion of the Collateral Agent, desirable to render enforceable as against third parties the security interests intended to be created by the Canadian Movable Hypothecs (including all certified statements issued by the Registrar of Personal Movable Real Rights); and (ii) evidence that all other actions necessary or, in the opinion of the Collateral Agent, desirable to protect and render enforceable as against third parties the security interests purported to be created by the Canadian Movable Hypothecs have been taken; and the Canadian Movable Hypothecs shall be in full force and effect. (g) On the Restatement Effective Date (but subject to Section 13.19(e)), the Collateral Agent shall have received: (i) fully executed counterparts of Mortgages in form and substance satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned by the U.S. Borrower or any of its Subsidiaries (after giving effect to the Transaction) as are designated on Schedule III as a Mortgaged Property, together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the lien of such Mortgage for recording in all places to the extent necessary or, in the opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien or immovable hypothec on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; (ii) Mortgage Policies on each Mortgaged Property issued by such title insurers satisfactory to the Collateral Agent in amounts satisfactory to the Administrative Agent and the Required Banks assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens or immovable hypothecs on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance satisfactory to the Administrative Agent and the Required Banks and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may request, shall not include an exception for mechanics' liens or creditors' rights, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may request; (iii) surveys, in form and substance satisfactory to the Collateral Agent of each Mortgaged Property designated as a "Surveyed Property" on Schedule III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Administrative Agent; and (iv) duly authorized, fully executed, acknowledged and delivered subordination, nondisturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request.

Security Documents; etc. (a) On the Initial Borrowing Second Restatement Effective Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a an Amended and Restated Pledge Agreement in the form of Exhibit H G (as so amended and restated and as the same may be further amended, modifiedamended and restated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Second Restatement Effective Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a an Amended and Restated Security Agreement in the form of Exhibit I H (as so amended and restated and as the same may be further amended, modifiedamended and restated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); and (iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; , and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Pledge Agreement pledge agreement in the form of Exhibit H G-1 (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “U.S. Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement have been taken, and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date (but subject to Section 13.19), the Borrower shall have duly authorized, executed and delivered a pledge agreement in the form of Exhibit G-2 (as amended, amended and restated, modified or supplemented from time to time in accordance with the terms thereof and hereof, the “Quebec Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated pledged securities referred to therein then owned by the Borrower and required to be pledged pursuant to the terms thereof, endorsed in blank in the case of promissory notes or accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to render enforceable as against third parties the security interests purported to be created by the Quebec Pledge Agreement have been taken, and the Quebec Pledge Agreement shall be in full force and effect. (c) On the Initial Borrowing Date (but subject to Section 13.19), the Borrower shall have duly authorized, executed and delivered a pledge agreement in the form of Exhibit G-3 (as amended, amended and restated, modified or supplemented from time to time in accordance with the terms thereof and hereof, the “Mexican Pledge Agreement”, and together with the U.S. Pledge Agreement and the Quebec Pledge Agreement, the “Pledge Agreements”), and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated pledged securities referred to therein then owned by the Borrower and required to be pledged pursuant to the terms thereof, endorsed in blank in the case of promissory notes or accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and/or render enforceable as against third parties the security interests purported to be created by the Mexican Pledge Agreement have been taken, and the Mexican Pledge Agreement shall be in full force and effect. (d) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) Financing Statements executed copies of financing statements (Form UCC-1UCC-1 and PPSA Form 1-C) or appropriate local equivalent in appropriate form for filing under the UCC UCC, the PPSA or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower Holdings or any of its Subsidiaries as debtor and that are filed in (I) the jurisdictions referred to in clause (i) aboveabove and (II) the jurisdictions where financing statements would have been filed with respect to Holdings and its Subsidiaries as debtors pursuant to the UCC as in effect prior to July 1, 2001, in each case together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect. (e) On the Initial Borrowing Date (but subject to Section 13.19), the Collateral Agent shall have received: (i) fully executed counterparts of Mortgages in form and substance satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned by Holdings or any of its Domestic Subsidiaries as are designated on Schedule III as a Mortgaged Property, together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the lien of such Mortgage for recording in all places to the extent necessary effectively create a valid and enforceable first priority mortgage lien or immovable hypothec on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; (ii) Mortgage Policies on each Mortgaged Property issued by such title insurers reasonably satisfactory to the Collateral Agent in amounts reasonably satisfactory to the Administrative Agent and the Required Lenders assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may reasonably request, shall not include an exception for mechanics’ liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may reasonably request; (iii) to the extent required to deliver the Mortgage Policies and endorsements in the form described above, surveys, in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property designated as a “Surveyed Property” on Schedule III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Administrative Agent; and (iv) flood certificates covering such Mortgaged Properties in form and substance acceptable to the Collateral Agent, and certifying whether or not each such Mortgaged Property is located in a flood hazard area, as determined by reference to the applicable FEMA map.

Security Documents; etc. In consideration of the waiver contained herein, Borrower agrees to execute and deliver, and to cause the other Credit Parties to execute and deliver, to the Administrative Agent for the benefit of the Lenders, the following: (a) On the Initial Borrowing Datea security agreement, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in substantially the form of Exhibit H B hereto (as amendedthe “Security Agreement”); (b) a pledge agreement, modified, restated and/or supplemented from time to time in accordance with substantially the terms thereof and hereof, form of Exhibit C hereto (the “Pledge Agreement”); and (c) such other security documents as the Administrative Agent shall reasonably request (each, an “Additional Security Document,” and shall have delivered to together with the Collateral AgentSecurity Agreement, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I Mortgage (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereofdefined below), the “Security AgreementDocuments”) covering all ). Borrower further agrees to execute and deliver, and to cause the other Credit Parties to execute and deliver, as applicable, to the Administrative Agent for the benefit of the Security Agreement CollateralLenders, together with: no later than December 31, 2005, mortgages, deeds of trust or other appropriate instruments (i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary oreach, in the reasonable opinion of the Collateral Agenta “Mortgage” and collectively, desirable to perfect the security interests purported to be created by the Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11“Mortgages”), or equivalent reports, each of a recent date listing all effective financing statements that name covering such owned real properties as the Borrower or any of its Subsidiaries as debtor and that are filed in Administrative Agent requests (the jurisdictions referred to in clause (i) above“Mortgaged Properties”), together with copies of such financing statements (none of which legal opinions, as the Administrative Agent shall cover the Collateral except (x) those with respect require. Borrower also agrees to which appropriate termination statements executed by the secured lender thereunder have been cause to be delivered to the Administrative Agent for the benefit of the Lenders, no later than December 31, 2005, a mortgage policy of title insurance and (y) such other documentation requested by and reasonably satisfactory in form and substance to the extent evidencing Permitted Liens); and (iii) evidence that all other actions necessary orAdministrative Agent, in each case relating to each such Mortgaged Property. Borrower shall also execute and deliver to the reasonable opinion Administrative Agent, no later than November 30, 2005, a completed perfection certificate, in substantially the form of Exhibit D hereto (the “Perfection Certificate”). If requested by the Administrative Agent, Borrower shall deliver to the Administrative Agent, at Borrower’s sole cost and expense, appraisals and related documents on any Collateral (as such term is defined in the Security Agreement) or any real property owned by Borrower or any other Credit Party. If requested by the Administrative Agent, Borrower shall permit, and shall cause each other Credit Party to permit, the Administrative Agent or any of its representatives or designees access to the environmental records, reports, data and other information on file with Borrower or any other Credit Party. In accordance with the terms of the Collateral Security Agreement, on or after February 1, 2006, if requested by the Administrative Agent, desirableBorrower shall deliver to the Administrative Agent, to perfect the security interests purported to be created at Borrower’s sole cost and expense, Phase I environmental reports or assessments on real property owned by the Security Agreement have been taken; and the Security Agreement shall be in full force and effectBorrower or any other Credit Party.

Security Documents; etc. (a) On the Initial Borrowing Date, Each Lender and each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered L/C Issuer hereby consents to the Collateral Agentautomatic release and hereby directs the Administrative Agent to release (or, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes clause B(ii) below, release or subordinate) the following: A. any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor if all of the Securities of such Subsidiary owned by any Obligor are sold in a sale or other disposition permitted under the Loan Documents (yincluding pursuant to a waiver or consent), to the extent that, after giving effect to such sale or other disposition, such Subsidiary would not be required to guaranty any Obligations pursuant to subsection 2.10A; and B. any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) accompanied any Collateral that is sold by executed an Obligor in a sale or other disposition permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to subsection 2.10A after giving effect to such sale or other disposition have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 7.2A(iii) and undated transfer powers (iii) all of the Collateral and all Obligors, upon (a) termination of the Commitments, (b) payment and satisfaction in full of all Loans and all other Obligations (including Obligations arising under Secured Interest Rate Agreements but excluding Obligations arising under Banking Services Agreements) that the Administrative Agent has been notified (by or on behalf of the holder of such Obligations) in writing are then due and payable (or will be due and payable following notice or expiration of any applicable grace period), (c) deposit of cash collateral with respect to all Contingent Obligations (or, in the case of certificated Equity Interestsany Letters of Credit, along a back-up letter of credit has been issued and delivered to the Administrative Agent, or in the case of Contingent Obligations arising under Secured Interest Rate Agreements, any other arrangements satisfactory to the applicable Secured Interest Rate Counterparty shall have been made), in amounts and on terms and conditions and with evidence that all other actions necessary parties satisfactory to the Administrative Agent (or, in the reasonable opinion case of the Collateral AgentContingent Obligations arising under Secured Interest Rate Agreements, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered satisfactory to the Administrative Agent applicable Secured Interest Rate Counterparty) and each Indemnitee that is owed such Obligations and (yd) to the extent evidencing Permitted Liens); and (iii) evidence that all requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and substance acceptable to the Administrative Agent. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance written notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary or, to release the guaranties and Liens when and as directed in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effectthis subsection 9.6.

Security Documents; etc. (a) On the Initial Borrowing Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H G (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereoftherein, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, taken and the Pledge Agreement shall be in full force and effect, including, in the case of the US Borrower, execution and delivery of documentation necessary to give legal effect to the pledge of the stock of the French Borrower for purposes of French law (the "French Pledge Agreement"), which French Pledge Agreement shall be in form and substance satisfactory to the Collateral Agent. (b) On the Initial Borrowing Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (iA) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (iiB) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower SPEC or any of its respective Subsidiaries as debtor or otherwise relate to the Acquired Business and that are filed in the jurisdictions referred to in clause (iA) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiD) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower Holdings or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; . and the Security Agreement shall be in full force and effect. (c) On the Initial Borrowing Date, the Collateral Agent shall have received: (A) fully executed counterparts of Mortgages in form and substance satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned or leased by Holdings or any of its Subsidiaries (after giving effect to the Transaction) as are designated on Schedule III as a Mortgaged Property, together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the lien of such Mortgage for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desirable under local law) for the benefit of the Secured Creditors, subject to Permitted Encumbrances; (B) Title insurance policies issued by a reputable title insurer satisfactory to the Collateral Agent (“Mortgage Policies”) on each Mortgaged Property in amounts satisfactory to the Administrative Agent and the Required Lenders assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance satisfactory to the Administrative Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may request, shall not include an exception for mechanics’ liens or creditors’ rights, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may request; and (C) surveys of each Mortgaged Property designated as a “Surveyed Property” on Schedule III hereto.

Security Documents; etc. (a) On the Initial Borrowing Date, ------------------------ each of the Credit Party Parties shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H G (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modified, restated and/or modified or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (iA) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (iiB) certified copies of Requests for Information or Copies (Form UCC-11UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (iA) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiD) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, Each Lender and each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered L/C Issuer hereby consents to the Collateral Agentautomatic release and hereby directs the Administrative Agent to release (or, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes clause B(ii) below, release or subordinate) the following: A. any Subsidiary of the Borrower from its guaranty of any Obligation of any Credit Party if all of the Securities of such Subsidiary owned by any Credit Party are sold in a sale or other disposition permitted under the Loan Documents (yincluding pursuant to a waiver or consent), to the extent that, after giving effect to such sale or other disposition, such Subsidiary would not be required to guaranty any Obligations pursuant to subsection 2.10A, or if such Subsidiary is otherwise no longer required to guaranty the Obligations pursuant to the Loan Documents; and B. any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) accompanied any Collateral that is sold by executed a Credit Party in a sale or other disposition permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to subsection 2.10A after giving effect to such sale or other disposition have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 7.2A(iii) and undated transfer powers (iii) all of the Collateral and all Credit Parties, upon (a) termination of the Commitments, (b) payment and satisfaction in full of all Loans and all other Obligations (including Obligations arising under Secured Interest Rate Agreements but excluding Obligations arising under Banking Services Agreements) that the Administrative Agent has been notified (by or on behalf of the holder of such Obligations) in writing are then due and payable (or will be due and payable following notice or expiration of any applicable grace period), (c) deposit of cash collateral with respect to all Contingent Obligations (or, in the case of certificated Equity Interestsany Letters of Credit, along a back-up letter of credit has been issued and delivered to the Administrative Agent, or in the case of Contingent Obligations arising under Secured Interest Rate Agreements, any other arrangements satisfactory to the applicable Secured Interest Rate Counterparty shall have been made), in amounts and on terms and conditions and with evidence that all other actions necessary parties satisfactory to the Administrative Agent (or, in the reasonable opinion case of the Collateral AgentContingent Obligations arising under Secured Interest Rate Agreements, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered satisfactory to the Administrative Agent applicable Secured Interest Rate Counterparty) and each Indemnitee that is owed such Obligations and (yd) to the extent evidencing Permitted Liens); and (iii) evidence that all requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to the Administrative Agent. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance written notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary or, to release the guaranties and Liens when and as directed in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effectthis subsection 9.6.

Security Documents; etc. (a) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Pledge Agreement pledge agreement in the form of Exhibit H G-1 (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"U.S. Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement have been taken, and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date (but subject to Section 13.19), the Borrower shall have duly authorized, executed and delivered a pledge agreement in the form of Exhibit G-2 (as amended, amended and restated, modified or supplemented from time to time in accordance with the terms thereof and hereof, the "Quebec Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated pledged securities referred to therein then owned by the Borrower and required to be pledged pursuant to the terms thereof, endorsed in blank in the case of promissory notes or accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to render enforceable as against third parties the security interests purported to be created by the Quebec Pledge Agreement have been taken, and the Quebec Pledge Agreement shall be in full force and effect. (c) On the Initial Borrowing Date (but subject to Section 13.19), the Borrower shall have duly authorized, executed and delivered a pledge agreement in the form of Exhibit G-3 (as amended, amended and restated, modified or supplemented from time to time in accordance with the terms thereof and hereof, the "Mexican Pledge Agreement", and together with the U.S. Pledge Agreement and the Quebec Pledge Agreement, the "Pledge Agreements"), and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated pledged securities referred to therein then owned by the Borrower and required to be pledged pursuant to the terms thereof, endorsed in blank in the case of promissory notes or accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and/or render enforceable as against third parties the security interests purported to be created by the Mexican Pledge Agreement have been taken, and the Mexican Pledge Agreement shall be in full force and effect. (d) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (i) Financing Statements executed copies of financing statements (Form UCC-1UCC-1 and PPSA Form 1-C) or appropriate local equivalent in appropriate form for filing under the UCC UCC, the PPSA or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower Holdings or any of its Subsidiaries as debtor and that are filed in (I) the jurisdictions referred to in clause (i) aboveabove and (II) the jurisdictions where financing statements would have been filed with respect to Holdings and its Subsidiaries as debtors pursuant to the UCC as in effect prior to July 1, 2001, in each case together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect. (e) On the Initial Borrowing Date (but subject to Section 13.19), the Collateral Agent shall have received:/5/ ---------- /5/ Matters relating to Mortgages will not be required to be completed until 45 days following the Initial Borrowing Date. (i) fully executed counterparts of Mortgages in form and substance satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned by Holdings or any of its Domestic Subsidiaries as are designated on Schedule III as a Mortgaged Property, together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the lien of such Mortgage for recording in all places to the extent necessary effectively create a valid and enforceable first priority mortgage lien or immovable hypothec on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; (ii) Mortgage Policies on each Mortgaged Property issued by such title insurers reasonably satisfactory to the Collateral Agent in amounts reasonably satisfactory to the Administrative Agent and the Required Lenders assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may reasonably request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may reasonably request; (iii) to the extent required to deliver the Mortgage Policies and endorsements in the form described above, surveys, in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property designated as a "Surveyed Property" on Schedule III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Administrative Agent; and (iv) flood certificates covering such Mortgaged Properties in form and substance acceptable to the Collateral Agent, and certifying whether or not each such Mortgaged Property is located in a flood hazard area, as determined by reference to the applicable FEMA map.

Security Documents; etc. (a) On the Initial Borrowing Date, each Each Credit Party shall have duly authorized, executed and delivered a the Pledge Agreement in the form of Exhibit H G (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes notes, Intercompany Notes and Certificates of Indebtedness or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement and the Pledge Agreement; (ii) certified copies uniform commercial code, tax, and judgment lien search results against each Credit Party evidencing the absence of Requests for Information or Copies Liens on each such Credit Party’s Real Property, personal property and other assets other than Permitted Liens; (Form UCC-11)iii) evidence of the completion of all other recordings and filings of, or equivalent reportswith respect to, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries Security Agreement as debtor and that are filed may be necessary or, in the jurisdictions referred to in clause (i) above, together with copies reasonable opinion of such financing statements (none of which shall cover the Collateral except (x) those with respect Agent, desirable, to which appropriate termination statements executed perfect the security interests purported to be created by the secured lender thereunder have been delivered to Security Agreement and the Administrative Agent and (y) to the extent evidencing Permitted Liens)Pledge Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; , and the Security Agreement and the Pledge Agreement shall be in full force and effect. (c) The Collateral Agent shall have received: (i) fully executed counterparts of Mortgages in form and substance consistent with applicable law of the jurisdictions in which the Real Property is located and reasonably satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned or leased by the Partnership or any of its Subsidiaries (after giving effect to the Transaction) as are designated on Schedule III as a Mortgaged Property, together with Borrowers’ escrow instructions to the title insurer evidencing that counterparts of the Mortgages have been delivered to the title insurance company insuring the lien of such Mortgage for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desirable under local law) for the benefit of the Secured Creditors, subject to Permitted Encumbrances; (ii) Title insurance policies issued by a reputable title insurer selected by Borrowers and reasonably satisfactory to the Collateral Agent (“Mortgage Policies”) on each Mortgaged Property in amounts satisfactory to the Administrative Agent and the Required Lenders (but not to exceed the fair or reasonable market value of such Mortgaged Property) assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be on a standard 1970 or 1992 American Land Title Association form title insurance policy and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may request, shall not include an exception for mechanics’ liens or creditors’ rights, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may request; (iii) satisfactory copies of “Phase I” environmental reports prepared within 60 days prior to the Effective Date in connection with the Mortgaged Property described on Schedule XII hereto. (iv) appraisals of the Mortgaged Property described on Schedule XII hereto.

Security Documents; etc. (a) On the Initial Borrowing Date, ------------------------ each of the Credit Party Parties shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H G (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Pledge Agreement”") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral Pledged Securities referred to therein then owned by such Credit Party Parties and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer stock powers in the case of certificated Equity Interestscapital stock, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each of the Credit Party Parties shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I H (as amended, modifiedrestated, restated modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of the Security Agreement Collateral, together with: (i) Financing Statements executed copies of financing statements (Form UCC-1UCC-1 and PPSA Form 1-C) or appropriate local equivalent in appropriate form for filing under the UCC UCC, the PPSA or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Documents; etc. (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with: (i) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent 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 Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower Holdings or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement 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 Security Agreement; and (iiiiv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; . and the Security Agreement shall be in full force and effect. (c) On the Initial Borrowing Date, the Collateral Agent shall have received: (A) fully executed counterparts of Mortgages in form and substance satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned or leased by Holdings or any of its Subsidiaries (after giving effect to the Transaction) as are designated on Schedule III as a Mortgaged Property, together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the lien of such Mortgage for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable second priority mortgage lien on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desirable under local law) for the benefit of the Secured Creditors, subject to Permitted Encumbrances; (B) Title insurance policies issued by a reputable title insurer satisfactory to the Collateral Agent (“Mortgage Policies”) on each Mortgaged Property in amounts satisfactory to the Administrative Agent and the Required Lenders assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance satisfactory to the Administrative Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement and the Second-Lien Loan Notes and for any other matter that the Collateral Agent may request, shall not include an exception for mechanics’ liens or creditors’ rights, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may request; and (C) surveys of each Mortgaged Property designated as a “Surveyed Property” on Schedule III hereto.