Common use of Security for the Obligations Clause in Contracts

Security for the Obligations. The Obligations (including, without limitation, all indebtedness to the Secured Parties and to the Administrative Agent under this Agreement, under the Notes and under all other Loan Documents), shall be secured at all times by the following (each in form and substance reasonably satisfactory to the Administrative Agent): (a) the Guaranties; (b) a Security Agreement of each of the Borrowers and each Guarantor granting to the Administrative Agent for the benefit of the Secured Parties a continuing first priority perfected security interest and Lien in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each such Person (except for licenses and permits, including Licenses issued by the FCC, to the extent it is unlawful to grant a security interest to the Administrative Agent for the benefit of the Secured Parties in such licenses and permits), subject only to any Permitted Liens; provided, that at no time shall any Credit Party be required to pledge more than 65% of the voting Equity Interests of any Foreign Subsidiary; (c) except as may be specifically waived in writing by the Administrative Agent (after prior notice to the Lenders), first Mortgages on all presently owned and hereafter acquired real estate owned by the Borrowers, or any of them, and each Guarantor, subject only to any Permitted Liens, together with mortgagee’s title insurance policies in customary form and reasonably acceptable to the Administrative Agent, with such exceptions to title listed therein as the Administrative Agent shall reasonably approve; (d) [reserved]; (e) except as may be specifically waived in writing by the Administrative Agent (after prior notice to the Lenders), first priority perfected collateral assignments of such contracts, management agreements, joint sales agreements, local marketing agreements and other material agreements as the Administrative Agent shall reasonably require to protect its interests, subject only to any Permitted Liens, together with such third party consents, Lien waivers and estoppel certificates as the Administrative Agent shall reasonably require; provided, that the absence of such collateral assignments despite the request thereof by the Administrative Agent shall not constitute a breach of this Agreement to the extent the Credit Parties are using or have used commercially reasonable efforts to deliver such collateral assignments; (f) the subordination in favor of the Secured Parties, pursuant to subordination agreements reasonably satisfactory to the Administrative Agent in form and substance (collectively, the “Affiliate Subordination Agreements”), of all Indebtedness of the Credit Parties, or any of them, to any Affiliates of the Credit Parties, or any of them; (g) the perfected first priority pledge and collateral assignment to the Administrative Agent for the benefit of the Secured Parties of all Equity Interests issued by the Credit Parties pursuant to the Security Agreement; provided, however, that the Equity Interests issued by Holdings shall not be required to be pledged to the Administrative Agent; and (h) the Management Fee Subordination Agreement. All agreements and instruments described or contemplated in this Section 2.05, together with any and all other agreements and instruments heretofore or hereafter securing the Notes and the Obligations or otherwise executed in connection with this Agreement, shall in all respects be reasonably acceptable to the Administrative Agent and its counsel in form and substance, and such agreements and instruments, as the same may be amended, supplemented, extended, restated, renewed or replaced from time to time, are sometimes hereinafter referred to collectively, as the “Security Documents” and individually, as a “Security Document.” The Borrowers jointly and severally agree to take such action as the Lenders or the Administrative Agent may reasonably request from time to time in order to cause the Secured Parties and the Administrative Agent to be secured at all times as described in this Section 2.05, and the Administrative Agent’s and Secured Parties’ Liens and security interests to be perfected at all times. Assets may be excluded from the Collateral or from the application of this Section 2.05 in circumstances where the Administrative Agent reasonably determines that the cost of obtaining a perfected security interest in any such asset is excessive in relation to the value offered thereby.

Security for the Obligations. (a) The Obligations shall at all times be secured by the following agreements, in each case in form and substance satisfactory to the Lender and its counsel: (i) first priority perfected security interests in all of the tangible and intangible personal property of the Borrower and the Guarantor, whether now owned or hereafter acquired by the Borrower and the Guarantor, or in which the Borrower and the Guarantor may now have or hereafter acquire an interest, pursuant to a Security and Assignment Agreement between the Lender and Borrower and pursuant to a Security and Assignment Agreement between the Lender and the Guarantor (collectively, the "Security Agreements"); (ii) first priority perfected leasehold mortgages or deeds of trust (collectively, the "Leasehold Mortgages") with respect to all real estate leases in which the Borrower now has or may in the future have an interest in Maryland Heights, Missouri, and Hartford, Connecticut, and Wethersfield, Connecticut, including, without limitation, all indebtedness locations where Borrower maintains a Calling Station; (iii) the Guaranty; (iv) first priority perfected security interests in all patents, trademarks and copyrights of each of Borrower and Guarantor, whether now owned or hereafter acquired by Borrower or Guarantor, pursuant to Security Agreements -- Patents, Trademarks and Copyrights, between the Lender and each of the Borrower and the Guarantor (collectively, the "Intellectual Property Security Agreements"); (v) Collateral Assignment of all Material Contracts of each of the Borrower and Guarantor, whether now owned or hereafter acquired by each of the Borrower and the Guarantor or in which the Borrower and the Guarantor may now have or hereinafter acquire an interest, pursuant to Conditional Assignment of Licenses and (vi) Consent, duly executed, of each of MCI Telecommunications Corporation, WorldCom Technologies, Inc., and Shared Technologies Fairxxxxx, Xxc. to the Secured Parties and to the Administrative Agent under this AgreementConditional Assignments; (vii) Assignment of Borrower's Proof of Claim in Bankruptcy Proceedings of SmarTalk TeleServices, under the Notes and under all other Loan Documents)Inc., shall be secured at all times by the following (each in form and substance reasonably appropriate for filing with the applicable United States Bankruptcy Court (the "Conditional Assignment of Proof of Claim"); (viii) landlord's waivers and consents in form satisfactory to the Administrative Agent):Lender by which owners of real estate leased by the Borrower in Maryland Heights, Missouri, and Wethersfield and Hartford, Connecticut, shall consent to the assignment of the leases to the Lender, shall disclaim any right to levy on the Collateral installed on the leased premises, and shall grant to the Lender a right of entry to remove such Collateral in case of an Event of Default; and (aix) such financing statements, assignments, agreements to assign, and other instruments as the Guaranties;Lender may reasonably request in connection with any of the foregoing. (b) a Security Agreement of each of the Borrowers and each Guarantor granting to the Administrative Agent for the benefit of the Secured Parties a continuing first priority perfected security interest and Lien in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each such Person (except for licenses and permits, including Licenses issued by the FCC, to the extent it is unlawful to grant a security interest to the Administrative Agent for the benefit of the Secured Parties in such licenses and permits), subject only to any Permitted Liens; provided, that at no time shall any Credit Party be required to pledge more than 65% of the voting Equity Interests of any Foreign Subsidiary; (c) except as may be specifically waived in writing by the Administrative Agent (after prior notice to the Lenders), first Mortgages on all presently owned and hereafter acquired real estate owned by the Borrowers, or any of them, and each Guarantor, subject only to any Permitted Liens, together with mortgagee’s title insurance policies in customary form and reasonably acceptable to the Administrative Agent, with such exceptions to title listed therein as the Administrative Agent shall reasonably approve; (d) [reserved]; (e) except as may be specifically waived in writing by the Administrative Agent (after prior notice to the Lenders), first priority perfected collateral assignments of such contracts, management agreements, joint sales agreements, local marketing agreements and other material agreements as the Administrative Agent shall reasonably require to protect its interests, subject only to any Permitted Liens, together with such third party consents, Lien waivers and estoppel certificates as the Administrative Agent shall reasonably require; provided, that the absence of such collateral assignments despite the request thereof by the Administrative Agent shall not constitute a breach of this Agreement to the extent the Credit Parties are using or have used commercially reasonable efforts to deliver such collateral assignments; (f) the subordination in favor of the Secured Parties, pursuant to subordination agreements reasonably satisfactory to the Administrative Agent in form and substance (collectively, the “Affiliate Subordination Agreements”), of all Indebtedness of the Credit Parties, or any of them, to any Affiliates of the Credit Parties, or any of them; (g) the perfected first priority pledge and collateral assignment to the Administrative Agent for the benefit of the Secured Parties of all Equity Interests issued by the Credit Parties pursuant to the Security Agreement; provided, however, that the Equity Interests issued by Holdings shall not be required to be pledged to the Administrative Agent; and (h) the Management Fee Subordination Agreement. All agreements and instruments described or contemplated in SECTION 2.7 and this Section 2.05SECTION 2.8, including the Security Agreements, Intellectual Property Security Agreements, the Conditional Assignments, Conditional Assignment of Proof of Claim, the Guaranty, the Leasehold Mortgages, together with any and all other agreements and instruments heretofore or hereafter securing any of the Notes and the Obligations or otherwise executed in connection with this Agreement, shall in all respects be reasonably acceptable to the Administrative Agent and its counsel in form and substance, and such agreements and instruments, as the same may be amended, supplemented, extended, restated, renewed or replaced from time to timeObligations, are sometimes hereinafter collectively referred to collectively, as the “"Security Documents” ", and individuallythe term "Collateral" as used herein shall be deemed to include the assets of the Borrower and the Guarantor, as a “Security Document.” any lease of real property covered by any leasehold mortgage or deed of trust, and any mortgage delivered or required to be delivered hereunder. The Borrowers jointly and severally agree to Borrower shall take such further action and execute such additional documents as the Lenders or the Administrative Agent may reasonably request be necessary from time to time in order to cause enable the Secured Parties Lender to obtain and maintain the Administrative Agent to be secured at all times as described in security interests, liens and other rights and benefits contemplated by this Section 2.05, and the Administrative Agent’s and Secured Parties’ Liens and security interests to be perfected at all times. Assets may be excluded from the Collateral or from the application of this Section 2.05 in circumstances where the Administrative Agent reasonably determines that the cost of obtaining a perfected security interest in any such asset is excessive in relation to the value offered therebySECTION 2.8.

Security for the Obligations. The Obligations (includingRevolving Credit Notes, without limitation, all indebtedness to ------------------------------------------- the Secured Parties and to the Administrative Agent under this Agreement, under the Line of Credit Notes and under all other Loan Documents), Obligations shall be secured at all times by the following (each in form and substance reasonably satisfactory to the Administrative Agent):be secured by: (a) except only with respect to: (i) those Existing Liens reflected on Schedule "2" annexed hereto which the Guaranties; Lenders shall expressly permit to remain in effect as at the Agreement Date; (bii) Liens on hereafter-acquired Immaterial Real Properties incurred or assumed by any of the Borrowers; and/or (iii) subject at all times to the limitations set forth in Section 6.02 and Section 6.06 below, Liens on other assets or properties hereafter acquired by any of the Borrowers (as to which assets secured by such Existing Liens and other permitted Liens, the Agent shall have a Security Agreement junior security interest), a first priority security interest in all of the assets of each of the Borrowers and each Guarantor granting to the Administrative Agent for the benefit of the Secured Parties a continuing first priority perfected security interest and Lien in Borrowers, whether now owned or hereafter acquired, or now existing or hereafter arising, including all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each such Person fixtures, all cash, marketable securities, general intangibles, accounts, inventory, machinery and equipment, tooling, intellectual property rights, Contracts (except for licenses other than Excluded Contracts) and permitsproducts and proceeds thereof, including Licenses issued by the FCC, all pursuant to the extent it is unlawful to grant a security interest terms of the Security Agreement; (b) first priority mortgages, indentures and/or deeds of trust (in form and substance as shall be required in each relevant jurisdiction) on: (i) all Existing Real Properties owned by any of the Borrowers; and (ii) all Real Properties and related improvements thereon which may hereafter be owned, constructed or acquired by any of the Borrowers (other than Immaterial Real Properties and subject to the Administrative Agent for limitations of Section 6.02 and Section 6.06 and, subject at all times to the benefit limitations set forth in this Agreement, additional Real Properties hereafter acquired by any of the Secured Parties in such licenses and permitsBorrowers as to which the Lender shall have a junior mortgage), subject only all pursuant to any Permitted Liens; provided, that at no time shall any Credit Party be required instruments containing substantive provisions substantially in accordance with the form of Mortgage annexed as Exhibit "D" to pledge more than 65% of the voting Equity Interests of any Foreign SubsidiaryOriginal Agreement; (c) except as may be specifically waived in writing by the Administrative Agent collateral assignment of all Real Property Leases (after prior notice including Existing Real Property Leases, but excluding Immaterial Leases), all pursuant to the Lenders), first Mortgages on all presently owned and hereafter acquired real estate owned by the Borrowers, or any of them, and each Guarantor, subject only to any Permitted Liens, together with mortgagee’s title insurance policies in customary form and reasonably acceptable to the Administrative Agent, with such exceptions to title listed therein as the Administrative Agent shall reasonably approveLease Assignments; (d) [reserved]the collateral assignment of all Contracts (other than Excluded Contracts), pursuant to the Contract Assignment; (e) except as may be specifically waived a first priority lien and security interest in writing and to all letters patent, patent applications, trademarks, copyrights and other intangibles, and applications therefor, now owned or hereafter filed, prosecuted and acquired by any of the Administrative Agent (after prior notice Borrowers, all pursuant to the Lenders), first priority perfected collateral assignments of such contracts, management agreements, joint sales agreements, local marketing agreements and other material agreements as the Administrative Agent shall reasonably require to protect its interests, subject only to any Permitted Liens, together with such third party consents, Lien waivers and estoppel certificates as the Administrative Agent shall reasonably require; provided, that the absence of such collateral assignments despite the request thereof by the Administrative Agent shall not constitute a breach of this Agreement to the extent the Credit Parties are using or have used commercially reasonable efforts to deliver such collateral assignmentsIntangible Property Security Agreements; (f) as additional collateral security for the subordination in favor Loans, a pledge by the respective pledgors under the Subsidiary Pledge Agreement of all shares of the Secured Parties, pursuant to subordination agreements reasonably satisfactory to the Administrative Agent in form and substance (collectively, the “Affiliate Subordination Agreements”), of all Indebtedness of the Credit Parties, or any of them, to any Affiliates of the Credit Parties, or any of them;Pledged Stock thereunder; and (g) all UCC Financing Statements which the perfected first priority pledge Agent, the Lenders and collateral assignment to the Administrative Agent for the benefit of the Secured Parties of all Equity Interests issued by the Credit Parties pursuant to the Security Agreement; provided, however, that the Equity Interests issued by Holdings shall not be required their counsel may require to be pledged to the Administrative Agent; and (h) the Management Fee Subordination Agreement. All agreements executed and instruments described or contemplated in this Section 2.05, together with any and all other agreements and instruments heretofore or hereafter securing the Notes and the Obligations or otherwise executed in connection with this Agreement, shall in all respects be reasonably acceptable to the Administrative Agent and its counsel in form and substance, and such agreements and instruments, as the same may be amended, supplemented, extended, restated, renewed or replaced from time to time, are sometimes hereinafter referred to collectively, as the “Security Documents” and individually, as a “Security Documentfiled.” The Borrowers jointly and severally agree to take such action as the Lenders or the Administrative Agent may reasonably request from time to time in order to cause the Secured Parties and the Administrative Agent to be secured at all times as described in this Section 2.05, and the Administrative Agent’s and Secured Parties’ Liens and security interests to be perfected at all times. Assets may be excluded from the Collateral or from the application of this Section 2.05 in circumstances where the Administrative Agent reasonably determines that the cost of obtaining a perfected security interest in any such asset is excessive in relation to the value offered thereby.

Security for the Obligations. The Obligations (includingTo secure the full and complete payment and performance of the Obligations, without limitationBorrower hereby agrees that this Agreement creates a security agreement and Borrower hereby grants, conveys, and creates Lender Liens and continuing security interests in, to, and on all indebtedness to the Secured Parties of Borrower's right, title, and interest in and to (but none of Borrower's obligations with respect to) the Administrative Agent under this Agreementfollowing items and types of property, under together with all present and future additions, parts, accessories, attachments, substitutions, repairs, improvements, and replacements thereof or thereto, and any and all proceeds thereof (collectively herein called the Notes and under all other Loan Documents"Collateral"), each of which Lender Liens shall be secured at all times by the following (each in form first and substance reasonably satisfactory to the Administrative Agent):prior Liens: (a) the GuarantiesThe Properties; (b) a Security Agreement of each of All equipment (as such term is defined in the Borrowers and each Guarantor granting to the Administrative Agent for the benefit of the Secured Parties a continuing first priority perfected security interest and Lien in all presently UCC), now owned and or hereafter acquired tangible and intangible personal property and fixtures of each such Person by Borrower, wherever located. Without limiting the foregoing or subparagraph (except for licenses and permitsc) below, including Licenses issued by the FCC, to the extent it is unlawful to grant a security interest to the Administrative Agent for the benefit of the Secured Parties Serrot Equipment (defined in such licenses and permitsSection 1.6), subject only to any Permitted Liens; provided, that wherever located but at no the time shall any Credit Party be required to pledge more than 65% of execution located at the voting Equity Interests of any Foreign SubsidiarySerrot Real Property; (c) except as may be specifically waived in writing by the Administrative Agent (after prior notice to the Lenders), first Mortgages on all presently owned and hereafter acquired real estate owned by the BorrowersAll equipment of any type or kind located on, or any of themused in connection with the Properties, including all manufacturing lines used in connection with Borrower's business on the Properties and each Guarantor, subject only also including all equipment described and set forth on Schedule 2 attached to any Permitted Liensand incorporated herein, together with mortgagee’s title insurance policies all other items, types, and kinds of personal property of Borrower used in customary form connection with the Properties, including, but not limited to all fixtures, furniture, shelving, computers, operating licenses and reasonably acceptable permits, approvals, business and other permits, authorizations of, or declarations and filings with, all Governmental Units relating to the Administrative Agent, with such exceptions to title listed therein as the Administrative Agent shall reasonably approveProperties; (d) [reserved]All Plans, warranties, guaranties, service contracts and contract rights in connection with Borrower's ownership and/or operation of the Collateral and Properties; (e) except All proceeds of policies of insurance, condemnation settlements or awards, and other proceeds or settlements of any type or kind (such proceeds to be handled as may be specifically waived in writing by the Administrative Agent (after prior notice specified herein) pertaining to the Lenders), first priority perfected collateral assignments of such contracts, management agreements, joint sales agreements, local marketing agreements and other material agreements as the Administrative Agent shall reasonably require to protect its interests, subject only to any Permitted Liens, together with such third party consents, Lien waivers and estoppel certificates as the Administrative Agent shall reasonably requireCollateral herein described; provided, that the absence of such collateral assignments despite the request thereof by the Administrative Agent shall not constitute a breach of this Agreement to the extent the Credit Parties are using or have used commercially reasonable efforts to deliver such collateral assignments;and (f) All other interest of every kind and character which Borrower now has or at any time hereafter acquires in and to the subordination property described or referred to in favor subparagraphs (a), (b), (c), (d) and (e) preceding. Notwithstanding anything to the contrary herein, it is not the intent or agreement that the description or definition of "Collateral" herein include any interest in accounts receivable, contract rights, chattel paper, documents, instruments, investment property, deposit accounts, supporting obligations, letter-of-credit rights, inventory (including any raw materials, work in process, and materials used or consumed in the business of Borrower), or general intangibles, as such terms are defined in the UCC or if not defined therein as such term means in normal commercial lender usage (except as such general intangibles or contract rights are necessary or material to the ownership or use of the Secured Parties, pursuant to subordination agreements reasonably satisfactory to the Administrative Agent in form equipment and substance (collectively, the “Affiliate Subordination Agreements”Properties), of all Indebtedness of the Credit Parties, or any of them, to any Affiliates of the Credit Parties, or any of them; (g) the perfected first priority pledge and collateral assignment to the Administrative Agent for the benefit of the Secured Parties of all Equity Interests issued by the Credit Parties pursuant to the Security Agreement; provided, however, that the Equity Interests issued by Holdings shall not be required to be pledged to the Administrative Agent; and (h) the Management Fee Subordination Agreement. All agreements and instruments described or contemplated in this Section 2.05, together with any and all other agreements and instruments heretofore or hereafter securing the Notes and the Obligations or otherwise executed in connection with this Agreement, shall in all respects be reasonably acceptable to the Administrative Agent and its counsel in form and substance, and such agreements and instruments, as the same may be amended, supplemented, extended, restated, renewed or replaced from time to time, are sometimes hereinafter referred to collectively, as the “Security Documents” and individually, as a “Security Document.” The Borrowers jointly and severally agree to take such action as the Lenders or the Administrative Agent may reasonably request from time to time in order to cause the Secured Parties and the Administrative Agent to be secured at all times as described in this Section 2.05, and the Administrative Agent’s and Secured Parties’ Liens and security interests to be perfected at all times. Assets may be Further excluded from the Collateral definition of "Collateral" herein are (i) that specific limited equipment held for resale or from to be transferred to Borrower's European operations to the application of this Section 2.05 in circumstances where the Administrative Agent reasonably determines that the cost of obtaining a perfected extent specifically identified and set forth on Schedule 3, (ii) purchase money security interest (as defined in the UCC) purchases in new, additional equipment as long as such equipment is not an addition, part, accessory, attachment, substitution, improvement, or replacement of any such asset of the Collateral set forth on Schedule 2, and (iii) all vehicles whether certificated or not. To the extent any equipment is excessive in relation to the value offered therebyspecified on both Schedule 2 and Schedule 3 it is deemed deleted from Schedule 3.

Security for the Obligations. The Obligations As security for the Obligations, (including, without limitation, all indebtedness A) Borrowers hereby grant to the Secured Parties and to the Administrative Agent under this Agreement, under the Notes and under all other Loan Documents), shall be secured at all times by the following (each in form and substance reasonably satisfactory to the Administrative Agent): (a) the Guaranties; (b) a Security Agreement of each of the Borrowers and each Guarantor granting to the Administrative Collateral Agent for the ratable benefit of the Secured Parties a continuing first priority perfected security interest and Lien in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each such Person (except for licenses and permits, including Licenses issued by the FCC, to the extent it is unlawful to grant DIP Lenders a security interest in the Collateral pursuant to and in accordance with the Administrative applicable provisions of the UCC and (B) pursuant to Bankruptcy Code Sections 364(c)(2), (c)(3), and (d) and by the consent of the Pre-Petition Lenders and the Pre-Petition Agent, the Collateral Agent shall have for the ratable benefit of the Secured Parties in such licenses DIP Lenders, and permits), subject only to any Permitted Liens; provided, that at no time shall any Credit Party be required to pledge more than 65% is hereby granted (effective and perfected upon the date of the voting Equity Interests Interim Order and without the necessity of any Foreign Subsidiary; (c) except as may be specifically waived in writing the execution by the Administrative Agent (after prior notice to Debtors or the Lenders)filing or recordation of mortgages, first Mortgages on all presently owned and hereafter acquired real estate owned by the Borrowerssecurity agreements, control agreements, pledge agreements, lock box agreements financing statements, or any of them, otherwise) the following liens and each Guarantor, subject only to any Permitted Liens, security interests (together with mortgagee’s title insurance policies the security interest referred to in customary form and reasonably acceptable to the Administrative Agent, with such exceptions to title listed therein as the Administrative Agent shall reasonably approve; clause (dA) [reserved]; (e) except as may be specifically waived in writing by the Administrative Agent (after prior notice to the Lenders), first priority perfected collateral assignments of such contracts, management agreements, joint sales agreements, local marketing agreements and other material agreements as the Administrative Agent shall reasonably require to protect its interests, subject only to any Permitted Liens, together with such third party consents, Lien waivers and estoppel certificates as the Administrative Agent shall reasonably require; provided, that the absence of such collateral assignments despite the request thereof by the Administrative Agent shall not constitute a breach of this Agreement to the extent the Credit Parties are using or have used commercially reasonable efforts to deliver such collateral assignments; (f) the subordination in favor of the Secured Parties, pursuant to subordination agreements reasonably satisfactory to the Administrative Agent in form and substance (collectivelyabove, the “Affiliate Subordination AgreementsDIP Liens”), of all Indebtedness of the Credit Parties, or any of them, to any Affiliates of the Credit Parties, or any of them; ) (g) the perfected first priority pledge and collateral assignment to the Administrative Agent for the benefit of the Secured Parties of all Equity Interests issued by the Credit Parties pursuant to the Security Agreement; provided, however, that the Equity Interests issued by Holdings DIP Liens shall not be required include Avoidance Actions or the proceeds thereof until the entry of the Final Order): (a) pursuant to be pledged Bankruptcy Code Section 364(c)(2), valid, perfected, enforceable and non-avoidable first priority liens on and security interests in the Collateral and all other hereafter acquired assets and property of Borrowers, including, without limitation, avoidance actions under Chapter 5 of the Bankruptcy Code and the proceeds thereof upon entry of the Final Order, that are not subject to valid, perfected, enforceable and non-avoidable liens as of the Petition Date; (b) pursuant to Bankruptcy Code Section 364(c)(3), valid, perfected, enforceable and non-avoidable second priority or other junior liens on and security interests in the Collateral and all other hereafter acquired assets and property of the Debtors that are subject to valid, perfected, enforceable and non-avoidable liens in existence on the Petition Date or to valid liens in existence on the Petition Date (other than assets and property that are subject to the Administrative Agentexisting liens as referred to in subparagraph (c) below, which existing liens shall be primed as provided therein); and (hc) the Management Fee Subordination Agreement. All agreements pursuant to Bankruptcy Code Section 364(d), valid, perfected, enforceable and instruments described or contemplated in this Section 2.05, together with any and all other agreements and instruments heretofore or hereafter securing the Notes and the Obligations or otherwise executed in connection with this Agreement, shall in all respects be reasonably acceptable to the Administrative Agent and its counsel in form and substance, and such agreements and instruments, as the same may be amended, supplemented, extended, restated, renewed or replaced from time to time, are sometimes hereinafter referred to collectively, as the “Security Documents” and individually, as a “Security Document.” The Borrowers jointly and severally agree to take such action as the Lenders or the Administrative Agent may reasonably request from time to time in order to cause the Secured Parties and the Administrative Agent to be secured at all times as described in this Section 2.05, and the Administrative Agent’s and Secured Parties’ Liens non-avoidable first priority senior priming liens on and security interests to in the Collateral. For the avoidance of doubt, the DIP Lenders shall not receive any Liens on the Pre-Petition Collateral. In the event of the occurrence of an Event of Default (as defined below), or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default (a “Default”), the DIP Liens shall be perfected at all times. Assets may be excluded from the Collateral or from the application of this Section 2.05 in circumstances where the Administrative Agent reasonably determines that the cost of obtaining a perfected security interest in any such asset is excessive in relation subject only to the value offered therebypayment of the Carve-Out (as defined below).