Common use of Springing Lien Clause in Contracts

Springing Lien. (a) The Borrowers and the Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuing, execute and deliver a security agreement in the form of Exhibit G hereto and such mortgages, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectively, the “Collateral Agreements”), and take or cause to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interest, subject only to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the Obligations. (b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Parties, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any Obligations.

Springing Lien. Promptly following the occurrence of the Trigger Date and from time to time thereafter, the Company shall take such actions as are reasonably necessary and as the Trustee may reasonably request (aincluding delivery of security agreements, pledge agreements, financing statements and other security documents, authorization documents and opinions of counsel) The Borrowers to ensure and confirm that the obligations of the Company under the Notes and of each Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) Guarantor that is a Restricted Subsidiary under any Subsidiary Guarantee (up to a maximum amount of Indebtedness under the Notes that would not later than result in or require any of the 2011 Notes, the 2013 Notes or the 2015 Notes becoming directly secured equally and ratably with the Notes pursuant to the provisions of the 2011 Notes Indenture, the 2013 Notes Indenture or the 2015 Notes Indenture, as the case may be) are secured by a first priority ((i) 30 days with respect junior only to personal property assets (x) the Liens existing on the Closing Date and (y) Liens securing any Credit Facility in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect the amount not to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument exceed $300,000,000 and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuing, execute and deliver a security agreement in the form of Exhibit G hereto and such mortgages, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectively, the “Collateral Agreements”), and take or cause to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interestotherwise, subject only to Permitted Liens, Liens permitted by Section 4.09) perfected Lien on (I) the ownership interest of the Company and each such Subsidiary Guarantor in the Springing Lien Collateral covered thereby to secure stock and other equity interests of each Domestic Subsidiary; (II) the Obligations. (b) As ownership interest of the date Company and each such Subsidiary Guarantor in the stock and other equity interests of each direct Foreign Subsidiary of the Company and of each Domestic Subsidiary; provided that neither the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Parties, and Company nor any Person thereafter becoming a Loan Party, Domestic Subsidiary shall no longer be required to comply with Section 6.13(apledge more than 65% of the stock and other equity interest in any Foreign Subsidiary; and (III) all other present and future assets and properties (including, without limitation, accounts receivable, inventory, real property, machinery, equipment, contracts, trademarks, copyrights, patents, license rights, intercompany notes and other investment property, and general intangibles) of the Company and each such Subsidiary Guarantor, except in each of (I), and Section 6.13(a(II) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date (III) such property and all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien assets constituting Excluded Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, the Company will, and at a Borrower’s expensewill cause each Domestic Subsidiary to, the Administrative Agent shall execute and deliver to the Trustee (A) from time to time prior to the Trigger Date, such documents, instruments documents as are reasonably necessary and statements, and take such other action, as a Borrower the Trustee may reasonably request to evidence ensure that the Liens described above on substantially all personal property (other than property described in clause (ii) of the preceding sentence) of the Company and its Domestic Subsidiaries will be created and perfected promptly after the Trigger Date; (B) not later than 30 days after the Trigger Date, a mortgage or confirm deed of trust with respect to each parcel of real estate owned by the Company or any Domestic Subsidiary; (C) as soon as reasonably practicable after the Trigger Date, such documentation (including title insurance policies, flood plain certifications and other customary documents) as is reasonably necessary and as the Trustee may reasonably request in connection with the mortgages and deeds of trust described in clause (B) above and (D) as soon as reasonably practicable after the Trigger Date, all documents necessary to create and perfect the Liens described in clause (ii) of the preceding sentence. The Company agrees that after the Trigger Date it will use, and will cause each applicable Subsidiary to use, commercially reasonable efforts to promptly deliver all items required by clauses (C) and (D) of the preceding sentence. For the avoidance of doubt, (a) the Company shall not, and shall not permit the Subsidiary Guarantors to, secure Indebtedness under the Notes and the Subsidiary Guarantees in excess of the amount that is permitted to be secured under the provisions of the 2013 Notes Indenture and the 2015 Notes Indenture without granting equal and ratable security to the noteholders of the 2015 Notes, the 2013 Notes and/or the 2011 Notes and (b) at any time the Consolidated EBITDA of the Company for the most recently ended Four Quarter Period exceeds the amount of Indebtedness under the Notes heretofore secured in compliance with this Section 4.20, the Company shall secure the additional amount of Indebtedness under the Notes, such that the aggregate amount of Indebtedness under the Notes secured in compliance with this Section 4.20 equals the amount of the Consolidated EBITDA of the Company for the most recently ended Four Quarter Period. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee in good faith. The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in the Springing Lien Collateral have been terminated and released from the Liens of each any of the Loan Documents and no longer secure Collateral, whether impaired by operation of law or by reason of any Obligationsof any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

Springing Lien. (a) The Borrowers Within 60 days of the Springing Lien Trigger Date (or such later date as agreed to by the Agent), the Borrower will take any and all appropriate actions necessary to secure the Obligations with a Lien on the Collateral on an equal and ratable basis with the obligations under the Existing Notes and the Subsidiary Guarantors shallExisting Revolving Credit Agreement, on a date (in each case, to the “Initial Collateral Delivery Date”) that is not later than extent such obligations are at such time secured by the Collateral, including, without limitation, (i) 30 days with respect delivering an Officer’s Certificate (as defined in the Mortgage) and a legal opinion, each pursuant to personal property assets in which a Lien may be perfected by filing a UCC financing statementSection 25 of the Mortgage, capital stock with respect to which a Lien may be perfected by (ii) the execution and delivery of a stock certificateGrantor Order (as defined in the Mortgage) to the Collateral Agent, if certificatedon the basis of (A) Property Additions (as defined in the Mortgage) pursuant to Section 22.2 of the Mortgage, (B) Available Bond Credits (as defined in the Mortgage) pursuant to Section 22.3 of the Mortgage or (C) deposits of cash pursuant to Section 22.4 of the Mortgage, in each case in form and instruments with respect substance reasonably satisfactory to which the Agent and (iii) delivering a Lien may be perfected copy of the Mortgage and all amendments thereto, certified by delivery an Authorized Officer of such instrument the Borrower as being true, complete, correct and in full force and effect (the items in clauses (i) and (ii) 90 days are referred to collectively as the “Collateral Deliverables”). Further, the Borrower shall deliver such resolutions, authority documents, legal opinions and other agreements as the Agent may request in connection with the foregoing, but limited to documentation substantially similar to such resolutions, authority documents, legal opinions and other agreements required in respect of the Mortgage under the Existing Revolving Credit Agreement (in form and substance substantially similar to all other assets those delivered in connection therewith). (b) On or after the Springing Lien Trigger Date and prior to the Springing Lien Security Delivery Date, the Agent shall have received completed standard flood hazard determination forms relating to improved real property included in the Mortgaged Property and, for any such improved real property located in a special flood hazard area, evidence of flood insurance satisfactory to the Agent and the Lenders. (c) On and after the Springing Lien Trigger Date, if the Borrower will execute any and all further documents, financing statements, agreements and instruments and take all such Springing Lien Trigger Event is then continuingfurther actions (including the filing and recording of financing statements, execute and deliver a security agreement in the form of Exhibit G hereto and such fixture filings, mortgages, deeds of trust, security instruments, financing statements, certificates trust and other similar instruments documents) that may be required under any Applicable Law, or that the Collateral Agent or the Required Lenders may reasonably request, in order to grant, preserve protect and agreements, each in form perfect the validity and substance reasonably acceptable to priority of the Administrative Agent (collectively, the “Collateral Agreements”), and take security interests created or cause intended to be taken such other action, as shall be reasonably requested created by the Administrative Agent and necessary to vest in applicable Security Documents, all at the Administrative Agent for the benefit expense of the Lenders a valid and perfected security interest, subject only to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the ObligationsBorrower. (b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Parties, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any Obligations.

Springing Lien. (a) The Borrowers and the Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) that is not As soon as practicable but in any event no later than (i) 30 days with respect to personal property assets 60 days, in which a Lien may be perfected by filing a UCC financing statementthe case of real property, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and or (ii) 90 days with respect to all 30 days, in the case of any other assets after property, of the Springing Lien occurrence of the Trigger Date, and from time to time thereafter, Company shall, and shall cause its Subsidiaries to, take all such actions as may be necessary (x) to provide Collateral Agent with First Priority perfected Liens (the "ADDITIONAL LIENS") on all present and future tangible and intangible real, personal and mixed property (other than the Pledged Collateral which will continue to be subject to the Pledge Agreements and the Intercreditor Agreement as in effect prior to the Trigger Date and property located outside of the United States or property owned by Foreign Subsidiaries, but including, without limitation, all other accounts receivable, equipment, inventory, general intangibles, intellectual property and equity interests in Domestic Subsidiaries and, if such Springing Lien Trigger Event is then continuingrequested by Collateral Agent, execute 65% of the capital stock of each of Company's direct Foreign Subsidiaries not pledged to the Collateral Agent pursuant to the Pledge Agreements) of Company and deliver Subsidiary Guarantors securing the Obligations of Loan Parties under the Loan Documents and under any Hedge Agreement with any Lender or Affiliate of a Lender including, without limitation, execution and delivery of security agreement in the form of Exhibit G hereto and such mortgages, deeds of trust, security instrumentsagreements, financing statements, certificates mortgages, control account agreements, stock pledge agreements and other similar instruments security documents or instruments, amendments to the Loan Documents, authorization documents and opinions of counsel and (y) to otherwise evidence, perfect and protect such Additional Liens; PROVIDED that such security agreements, each in form financing statements, mortgages, control account agreements, stock pledge agreements and substance reasonably acceptable other security documents or instruments, amendments to Loan Documents, authorization documents and opinions of counsel will be on terms and conditions customary for leveraged transactions of this type (taking into account comparable KKR precedents to the extent deemed appropriate by Administrative Agent (collectively, the “Collateral Agreements”), Agent) and take or cause subject to other terms and exceptions to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interest, subject only to Permitted Liensmutually agreed. In addition, in the Springing Lien Collateral covered thereby to event that the Trigger Date occurs and the PBGC Agreements have not been terminated, the Additional Liens will secure the Obligations. Termination Liabilities (b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Parties, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document as defined in the Springing Lien Collateral, will automatically terminate PBGC Agreements) on an equal and cease ratable basis with the Obligations pursuant to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may documentation reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any ObligationsAgent.

Springing Lien. (a) The Borrowers In the event that any Event of Default has occurred and is continuing without affecting in any way any other rights of the Lenders hereunder, the Administrative Agent, at the direction of the Required Lenders, may request that the Borrower, and the Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) that is not later than Borrower agrees to: (i) 30 days with respect to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuing, duly execute and deliver a security agreement in the form of Exhibit G hereto and such mortgages, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectively, the “Collateral Agreements”), and take or cause to be taken such other action, as shall be reasonably requested Person designated by the Administrative Agent Agent) the Security Documents and necessary cause each such Security Document to vest in be filed, registered and recorded, as the law may require or the Administrative Agent for may request, in each jurisdiction where so required or requested, and deliver to the benefit Administrative Agent an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration and recordation, in order to mortgage, assign, grant a security interest in and pledge to the Administrative Agent (or such other Person designated by the Administrative Agent), acting on behalf of the Lenders a valid Lenders, all of the Borrower's and perfected security interestthe Restricted Subsidiaries' right, subject only title and interest in and to Permitted Liens, the Properties located in the Springing Lien Collateral covered thereby to secure United States, and the Obligations. (b) As proceeds thereof, having a Properties NPV, as of the date of the Engineering Report, of 80% of the aggregate Properties NPV attributable to Properties located in the United States (the "Collateral") in such request, and to perfect and evidence the first priority of all such Security Documents (subject to liens and encumbrances permitted by the terms of such instruments); provided that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Partiesshall not, and shall not permit any Person thereafter becoming a Loan Partyof its Subsidiaries to, shall no longer be required to comply with Section 6.13(a)on or after the Effective Date enter into any amendment of any such contract or agreement, and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreementor enter into any other contract or agreement, mutatis mutandisthat in either case would result in any additional such material consent, from that date and all times thereafterauthorization or approval requirement; and (ii) any Liens granted in connection with this Agreementdeliver to the Administrative Agent, Collateral Agreements or any within 30 days of such request for delivery of the Security Documents (or, if a Person other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, than the Administrative Agent shall execute is to act as collateral agent under the Security Documents, if later, within fifteen (15) days of the designation and deliver acceptance by such Person of the collateral agency), evidence acceptable to the Administrative Agent, in its reasonable discretion, indicating that Security Documents covering 80% of the Properties NPV attributable to the Properties located in the United States have been executed, acknowledged, filed, registered and recorded, as the law may require or the Agent may request, in each jurisdiction where so required or requested. Borrower further agrees to execute, or cause its Subsidiaries to execute, any and all further documents, instruments financing statements, agreements and statementsinstruments, and take such other actionall further actions (including filing Uniform Commercial Code financing statements), as a Borrower which may reasonably request to evidence be required under applicable law, or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute may reasonably request, in order to effectuate the transactions contemplated by this Section 5.1(n) and deliver in order to grant, preserve, protect and perfect the validity and first priority of any security interests created pursuant to the Security Documents. Borrower will also provide and cause its Subsidiaries to provide at their own expense to the Administrative Agent such documents, title records or opinions as may be in the files of Borrower or its Subsidiaries and operating agreements and other instruments and statements, and take such other action, documents relating to the Properties covered by the Security Documents then in the possession of the Borrower or any Subsidiary as a Borrower the Administrative Agent may reasonably request. At such time as no Event of Default is continuing upon request by Borrower to evidence or confirm that Administrative Agent, Administrative Agent shall advise the Collateral Agent, pursuant to the terms of the Security Documents, to terminate all Security Documents and release all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any Obligationscreated thereby."

Springing Lien. (a) The Borrowers and the Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 As soon as is practicable, but in any event within 60 days with respect (or such longer period as agreed to personal property assets by the Agent in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery its sole discretion) after the occurrence of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if the Borrower will take appropriate actions necessary to secure the obligations of the Borrower under this Agreement with a perfected Lien on the Collateral; provided that no actions in any non-U.S. jurisdiction shall be required in order to create any Lien in assets located or titled outside the United States or to perfect any Lien in such Springing Lien Trigger Event is then continuingassets, execute and deliver a including any intellectual property registered in non-U.S. jurisdictions (it being understood that there shall be no security agreement in agreements or pledge agreements governed under the form laws of Exhibit G hereto and such any non-U.S. jurisdiction); provided further that the Borrower will not be required to enter into any intercreditor agreements, mortgages, deeds of trustcontrol agreements, intellectual property security instrumentsagreements or other agreements, or take any action (including delivering possessory collateral), to perfect any Collateral other than filing UCC financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable ; provided further the Borrower will not secure its obligations with any assets to the Administrative Agent (collectively, extent such assets are subject to a prior Lien by any Person other than the “Collateral Agreements”), and take or cause Agent; provided further no action shall be required to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interest, subject only to Permitted Liens, in under this Section 5.01(k) if the Springing Lien Collateral covered thereby to secure the Obligations. (b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Parties, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; andPeriod has terminated; (ii) any Liens granted On and after a Springing Lien Trigger Date, in connection accordance with this clause (i) above, the Borrower will execute a Collateral Agreement, Collateral Agreements or and any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and all financing statements, and take all such other actionfurther actions to file and record such financing statements, as a Borrower that may be required under any Applicable Law, or that the Agent may reasonably request (and consistent with the terms of the Collateral Agreement), in order to evidence grant, preserve, protect and perfect the validity and priority of the security interests created or confirm that intended to be created by the applicable Collateral Documents, all Liens in at the expense of the Borrower. (iii) If at any time after a Springing Lien Trigger Date the Springing Lien Collateral have been terminated and released from Period has terminated, any or all of the Liens of each of this Agreement, on the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of under the Loan Documents will automatically be released, and no longer secure the Agent shall promptly (and the Lenders hereby authorize the Agent to) take such action and execute any Obligationssuch documents that are necessary or as may be requested by the Borrowers to release the Borrower from its obligations under the Collateral Agreement and terminate any and all such Liens under the Loan Documents.

Springing Lien. (a) The Borrowers and So long as the Subsidiary Guarantors shallrequirements of Section 5.13 with respect to the Bowline Power Plant have not been satisfied, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect promptly deposit into an account subject to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery Control Agreement the Net Proceeds from the sale of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument the Choctaw Assets and (ii) 90 days cause the Net Proceeds from the sale of the Choctaw Assets to remain deposited in a Controlled Account until the requirements set forth in in Section 5.13 with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuing, execute and deliver a security agreement in the form of Exhibit G hereto and such mortgages, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectively, the “Collateral Agreements”), and take or cause to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interest, subject only to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the ObligationsBowline Power Plant have been satisfied. (b) As So long as the requirements of Section 5.13 with respect to the date that Bowline Power Plant have not been satisfied, to the Parent Borrower receives an Investment Grade Rating (extent the “Collateral Release Date”): Choctaw APA is terminated, (i) the Loan Parties, and any Person thereafter becoming a Loan Party, shall no longer be required documents delivered in escrow pursuant to comply Section 4.02(p) with Section 6.13(a), and Section 6.13(a) and references thereto contained herein respect to Choctaw Assets shall be deemed deleted released from this Agreement, mutatis mutandis, from that date escrow and all times thereafter; and (ii) any Liens granted within five Business Days (or such later date as agreed by the Administrative Agent) of the conditions in connection clause (b)(i), the Borrower shall deliver (A) to the Secured Parties (1) title and extended coverage insurance (or, if approved by the Administrative Agent in its sole discretion, a UCC title insurance policy) covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with this Agreementsuch endorsements as are reasonably required 114 US-DOCS\104110541.24 (1) a policy of flood insurance that (I) covers the Choctaw Assets and (II) is written in an amount reasonably satisfactory to the Administrative Agent, (2) a “life of loan” standard flood hazard determination with respect to such Collateral Agreements and (3) a confirmation that the Borrower or such other Loan Party has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board, and (C) to the Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or other documents, if any, relied upon by the Borrower or any other Loan Document Party to determine that the Choctaw Assets do not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the Springing Lien Collateraloperations on the Choctaw Assets is in compliance with Environmental Law except to the extent any non-compliance could not, will automatically terminate reasonably be expected to result in a material Environmental Liability; provided that if the requirements of Section 5.13 with respect to the Bowline Power Plant have not been satisfied and cease to exist. At a Borrower’s expensethe extent the Choctaw APA is terminated within 30 days after the Closing Date, the Borrower and its Restricted Subsidiaries shall have until 30 days after the Closing Date (or such later date as agreed by the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been madereasonable discretion) and payment to deliver the items set forth in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any ObligationsSection 5.13(b)(ii)(A).

Springing Lien. (a) The Borrowers Borrower grants Bank a continuing security interest in all currently existing and hereafter acquired or arising Collateral in order to secure Prompt repayment of all Obligations and in order to secure prompt performance by Borrower of its covenants and duties under the Subsidiary Guarantors shallLoan Documents. Except as set forth in the Schedule, on such security interest constitutes a date (valid, first priority security interest in the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect Collateral. Borrower shall from time to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuing, time execute and deliver a to Bank, at the request of Bank, all financing statements and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfected Bank's security agreement interest in the form Collateral. Notwithstanding any provision of this Section 11 to the contrary, the grant of security interest hereunder shall not be effective unless at any time the balance of Borrower's unrestricted cash and marketable securities is below Ninety Million Dollars ($90,000,000), at which time such grant shall automatically be effective and Bank shall have the right to file with the California Secretary of State or such other appropriate government office, the financing statements on Form UCC-1 delivered in connection with this Amendment. Bank shall otherwise retain such financing statements in its offices." 13. The attached Exhibit G hereto C is hereby added and such mortgagesincorporated by reference into the Agreement. 14. As a condition to the effectiveness of this Amendment, deeds Bank shall receive a fee of trustSeventy-Five Thousand Dollars ($75,000), security instrumentspayable upon the date hereof, financing statementsplus all Bank Expenses incurred in connection with the preparation of this Amendment. 15. As a condition to the effectiveness of this Amendment, certificates and other similar instruments and agreementsBank shall have received, each in form and substance reasonably acceptable satisfactory to the Administrative Agent (collectivelyBank, the “Collateral Agreements”)following: a. resolutions by Borrower authorizing the execution and delivery of this Amendment; b. executed financing statement on Form UCC-1; and PA\932979.1 1190989-901501 2 c. such other documents, and take or cause to be taken completion of such other actionmatters, as Bank may reasonably deem necessary or appropriate. 16. Unless otherwise defined, all capitalized terms in this Amendment shall be reasonably requested by the Administrative Agent and necessary to vest as defined in the Administrative Agent for Agreement. Except as amended, the benefit of Agreement remains in full force and effect. 17. Borrower represents and warrants that the Lenders a valid Representations and perfected security interest, subject only to Permitted Liens, Warranties contained in the Springing Lien Collateral covered thereby to secure the Obligations. (b) As Agreement are true and correct as of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Partiesof this Amendment, and any Person thereafter becoming a Loan Partythat no Event of Default has occurred and is continuing. 18. This Amendment may be executed in two or more counterparts, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein each of which shall be deemed deleted from this Agreementan original, mutatis mutandis, from that date and but all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, the Administrative Agent of which together shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligationsconstitute one instrument. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any Obligations.

Springing Lien. If at any time (a) The Borrowers the Debt Rating by Xxxxx’x shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by Xxxxx’x and (b) the Subsidiary Guarantors shallDebt Rating by S&P shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by S&P, then, as soon as reasonably practicable thereafter, the Borrower shall grant the Administrative Agent, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect to personal property assets in which behalf of all Lenders, a Lien may be perfected on 100% of the Equity Interests of its directly and wholly-owned Domestic Subsidiaries and 66% of the Equity Interests of its directly and wholly-owned Foreign Subsidiaries pursuant to the terms of the Pledge Agreement, together with (A) certificates representing the Pledged Equity referred to therein accompanied by filing a UCC financing statement, capital undated stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument powers executed in blank and (iiB) 90 days with respect to all other assets after proper financing statements in form for filing under the Springing Lien Trigger Date, if such Springing Lien Trigger Event Uniform Commercial Code of the jurisdiction where the Borrower is then continuing, execute and deliver a security agreement “located” under the UCC covering the Collateral described in the form of Exhibit G hereto and such mortgagesPledge Agreement. If, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectivelythereafter, the “Collateral Agreements”), Debt Rating by both Xxxxx’x and take or cause to be taken such other action, as S&P shall be reasonably requested Investment Grade for a period of not less than three consecutive calendar months, then the Lien on such Equity Interests shall be released by the Administrative Agent Agent. The 2009 Convertible Notes and necessary any bonds or similar securities hereafter issued by the Borrower may share in any collateral granted to vest in the Administrative Agent for Lenders under the benefit Pledge Agreement; provided, that any Lien shared by such Persons shall be automatically released upon the release of the Lenders a valid and perfected security interestLenders’ Lien. For the avoidance of doubt, subject only if any Lien granted pursuant to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the Obligations. (b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Partiesterms hereof shall be released, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expenseDebt Ratings shall thereafter trigger the requirements of this Section, the Administrative Agent Borrower shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, once again complete the Collateral Agreements and all other Loan Documents, and no longer secure any Obligationsgrant required hereby. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any Obligations.

Springing Lien. (a) The Borrowers and the Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after On the Springing Lien Trigger Eighth Amendment Effective Date, if such Springing Lien Trigger Event is then continuing, execute the Loan Parties shall have executed and deliver delivered a security agreement Security Agreement in the form of Exhibit G 7.1.10 hereto and such mortgages, deeds of trust, other security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectively, the “Collateral AgreementsDocuments” and each a “Collateral Document”). On a Springing Lien Trigger Date, the Administrative Agent and the Loan Parties shall take or cause to be taken such other action, as shall be reasonably requested determined by the Administrative Agent and necessary Agent, to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interest, subject only to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the Obligations. (bii) As On or after any applicable Springing Lien Trigger Date, as of the date that that: (a) to the Parent Borrower extent such Springing Lien Trigger Date occurred solely as a result of a downgrade in ATI’s Debt Rating as contemplated hereunder, ATI receives an Investment Grade Rating from Standard & Poor’s or Moody’s, and (b) to the extent such Springing Lien Trigger Date occurred as a result of an Event of Default or, during the applicable Collateral Period, an Event of Default occurred, so long as no Event of Default has occurred and is continuing (each such date, a “Collateral Release Date”): (i) ), the Loan Parties, and any Person thereafter becoming a Loan Party, Parties shall no longer be required to comply with Section 6.13(a7.1.10(i) and all liens created under the Security Agreement shall automatically be deemed to be released, provided however, that if a subsequent Springing Lien Trigger Event shall occur following any such Collateral Release Date, the Loan Parties shall be required to comply with the Section 7.1.10(i) until such time as a subsequent Collateral Release Date shall have occurred. (iii) Subject to the foregoing, Springing Lien Collateral may be released from the Liens created by the Collateral Documents upon a Collateral Release Date in accordance with the provisions of the Collateral Documents or as provided herein. In addition, upon the reasonable written request of a Loan Party, and with the consent of the Administrative Agent (such consent not to be unreasonably withheld), and Section 6.13(a) and references thereto contained herein a Loan Party shall be deemed deleted entitled to releases of property included in the Springing Lien Collateral from this the Liens securing the Obligations under any one or more of the following circumstances (each a “Release Event”): (A) to enable a Loan Party to consummate asset dispositions not prohibited by Section 7.2.4 [Disposition of Assets or Subsidiaries]; and/or (B) if any Guarantor is released from its obligations under the Guaranty Agreement, mutatis mutandis, from that date and all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements Agreement or any other Loan Document in accordance with the Springing Lien Collateralterms and conditions of this Agreement or the other Loan Documents, that Guarantor’s property will automatically terminate and cease also be released from the Liens granted by it pursuant to existthe Loan Documents. At Upon a BorrowerCollateral Release Date, or upon the Administrative Agent’s expenseconsent to release any property in connection with a Release Event, as applicable, together with any necessary or proper instruments of termination, satisfaction or release prepared by the applicable Loan Party, the Administrative Agent shall execute and shall, at the sole expense of the Loan Parties, execute, deliver or acknowledge such documents, instruments and statements, and take such other action, as a Borrower may reasonably request or releases to evidence or confirm that all Liens in the release of any Springing Lien Collateral have been terminated and permitted to be released from the Liens of each of pursuant to this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any ObligationsSection. (civ) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, Promptly following written request by the Administrative Agent shall execute and deliver such documentswhich is received by a Loan Party, instruments and statementsthe applicable Loan Party will (a) correct any material defect or error that may be discovered in any Collateral Document or in the execution, acknowledgment, filing or recordation, as applicable, thereof, and take (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, certificates, assurances and other action, instruments as a Borrower the Administrative Agent may reasonably request require from time to evidence time in order to (i) carry out more effectively the purposes of the Collateral Documents, (ii) maintain the validity and effectiveness of the Collateral Documents and the Liens, including the perfection thereof during any Collateral Period, intended to be created thereunder and (iii) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Administrative Agent, for the benefit of the Lenders, the principle rights granted or confirm now or hereafter intended to be granted to the Administrative Agent, for the benefit of the Lenders, under any Collateral Document to which any Loan Party is or is to be a party, in each case, with respect to such actions that all Liens the Administrative Agent determines are reasonable in order to achieve or maintain the benefit intended to be conferred by such Springing Lien Collateral have been terminated in relation to the costs and released from the Liens other resources reasonably associated with such actions. 5. Effective as of each June 12, 2014, Section 7.2.3(E) of the Loan Documents Credit Agreement is hereby deleted in its entirety and no longer secure any Obligations.in its stead is inserted the following:

Springing Lien. If at any time (a) The Borrowers the Debt Rating by Xxxxx’x shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by Xxxxx’x and (b) the Subsidiary Guarantors shallDebt Rating by S&P shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by S&P, then, as soon as reasonably practicable thereafter, the Borrower shall grant the Administrative Agent, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect to personal property assets in which behalf of all Lenders, a Lien may be perfected on 100% of the Equity Interests of its directly and wholly-owned Domestic Subsidiaries and 66% of the Equity Interests of its directly and wholly-owned Foreign Subsidiaries pursuant to the terms of the Pledge Agreement, together with (A) certificates representing the Pledged Equity referred to therein accompanied by filing a UCC financing statement, capital undated stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument powers executed in blank and (iiB) 90 days with respect to all other assets after proper financing statements in form for filing under the Springing Lien Trigger Date, if such Springing Lien Trigger Event Uniform Commercial Code of the jurisdiction where the Borrower is then continuing, execute and deliver a security agreement “located” under the UCC covering the Collateral described in the form of Exhibit G hereto and such mortgagesPledge Agreement. If, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectivelythereafter, the “Collateral Agreements”), Debt Rating by both Xxxxx’x and take or cause to be taken such other action, as S&P shall be reasonably requested Investment Grade for a period of not less than three consecutive calendar months, then the Lien on such Equity Interests shall be released by the Administrative Agent Agent. The 2009 Convertible Notes and necessary any bonds or similar securities hereafter issued by the Borrower may share in any collateral granted to vest in the Administrative Agent for Lenders under the benefit Pledge Agreement; provided , that any Lien shared by such Persons shall be automatically released upon the release of the Lenders a valid and perfected security interestLenders’ Lien. For the avoidance of doubt, subject only if any Lien granted pursuant to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the Obligations. (b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”): (i) the Loan Partiesterms hereof shall be released, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; and (ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expenseDebt Ratings shall thereafter trigger the requirements of this Section, the Administrative Agent Borrower shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, once again complete the Collateral Agreements and all other Loan Documents, and no longer secure any Obligationsgrant required hereby. (c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in its sole discretion have been made) and payment in full of the Obligations, any Liens granted in connection with this Agreement, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. In furtherance of the foregoing, and at a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any Obligations.

Springing Lien. (a) The Borrowers and If the Subsidiary Guarantors shallBorrower's Leverage Ratio, on a as shown in the Compliance Certificate delivered pursuant to Section 7.4(c) hereof, is equal to or greater than 5.0 to 1 for three consecutive fiscal quarters, within 60 days after the date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificatedAdministrative Agent receives such Compliance Certificate the Borrower will, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuingwill cause each Subsidiary to, execute and deliver to the Administrative Agent, for the benefit of the Banks, (i) a security agreement Security Agreement in the form of Exhibit G O hereto and such mortgages, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable (a "Security Agreement") to the Administrative Agent (collectively, the “Collateral Agreements”), and take or cause grant to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders Banks a valid security interest in all of the Borrower's and perfected such Subsidiaries' Collateral (each as more fully described therein), together with such UCC financing statements as the Administrative Agent may reasonably request to perfect its security interest, subject only to Permitted Liens, interest thereunder and (ii) a Deed of Trust and Security Agreement with Assignment of Rents in the Springing Lien Collateral covered thereby form of Exhibit P hereto (or with respect to secure real Property located in a mortgage state, a Mortgage and Security Agreement with Assignment of Rents in the Obligationsform of Exhibit P with such changes as shall be necessary to reflect the fact that it is a mortgage rather than a deed of trust) (each a "Mortgage"), as appropriate, with regard to all of the then unencumbered (other than pursuant to mechanics' liens, tax liens, materialmen's liens and similar liens arising by operation of law) Material Properties then owned by the Borrower and its Subsidiaries, together with such financing statements as the Administrative Agent may reasonably request to perfect its security interest thereunder. (b) As Together with the Security Documents required to be delivered pursuant to Section 7.26(a) hereof, the Borrower, at its expense, shall, and shall cause each Subsidiary to, deliver to the Administrative Agent as to each of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”):Material Properties: (i) as to each of the Loan PartiesMortgages, a mortgagee's policy (or policies) of title insurance (or binding commitment(s) therefor) in an amount (or aggregate amount if there is more than one such policy) equal to the lower of (A) 100% of the appraised value of the real estate subject to such Mortgage and (B) the aggregate amount of the Loans, Reimbursement Obligations and Revolving Credit Commitments, if any, then existing hereunder, with a waiver of coinsurance (if reasonably available), insuring the liens of those Security Documents creating liens on real property to be valid first liens subject to no defects or objections (except for matters permitted under Section 7.9(c), (d), (e), (f), (g), (i) and (j) hereof and other customary exceptions) which are unacceptable to the Administrative Agent, together with such direct access reinsurance agreements and endorsements (including without limitation a revolving credit endorsement, letter of credit endorsement, and any Person thereafter becoming a Loan Partydoing business, shall no longer be usury and zoning endorsements) as the Administrative Agent may reasonably require, which policies may contain an endorsement in form acceptable to the Administrative Agent which limits the total amount payable under all such policies to 100% of the appraised fair market value of the Material Properties (or if the Banks' Revolving Credit Commitments have been terminated or reduced, such lower amount equal to the aggregate principal amount of all Loans, Reimbursement Obligations then outstanding and Banks' Revolving Credit Commitments then in effect) and costs which the title company issuing such policies is required to comply pay pursuant thereto; (ii) appraisals meeting all regulatory requirements applicable to each of the Banks, current ALTA surveys and current Phase I environmental inspection reports; (iii) written evidence of any consents and approvals obtained in connection with Section 6.13(a)the execution, delivery and Section 6.13(arecordation of each of the Security Documents; (iv) copies, certified as true, correct and references thereto contained herein shall complete by the Secretary or Assistant Secretary of the Borrower and each of its Subsidiaries pledging Collateral, of resolutions (or equivalent action) regarding the transactions contemplated by the Security Documents, duly adopted by the Board of Directors (or equivalent body) of the Borrower and each of its Subsidiaries and satisfactory in form and substance to the Required Banks; (v) an incumbency and signature certificate for the Borrower and each of its Subsidiaries pledging Collateral satisfactory in form and substance to the Administrative Agent; (vi) an opinion of counsel to the Borrower and its Subsidiaries, in substantially the form of Exhibit Q attached hereto, subject to such modifications as may be deemed deleted from this Agreementnecessary to reflect changes in law, mutatis mutandis, from that date and all times thereafterjudicial decisions or practice; and (iivii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in evidence of insurance required by the Springing Lien Collateral, will automatically terminate and cease Security Documents. (c) If after the Borrower is required to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, the Security Documents pursuant to Section 7.26(a) hereof the Borrower's Leverage Ratio is less than 5.0 to 1 for three consecutive fiscal quarters of the Borrower as a Borrower may reasonably request to evidence or confirm that all Liens shown in the Springing Lien Collateral have been terminated and released from the Liens of each Compliance Certificate delivered pursuant to Section 7.4(c) of this Agreement, the Administrative Agent and the Banks shall, within 60 days of their receipt of the Borrower's Compliance Certificate for the third such fiscal quarter, release all security interests and liens in the Collateral Agreements and shall execute all other Loan Documentsdocuments necessary to effect such release, provided, that (i) no Event of Default or Potential Default shall have occurred and be continuing, and no longer secure any Obligations(ii) concurrently with such release the holders of the Borrower's Senior Notes (or a security trustee on their behalf) shall also release its liens and security interests in the Collateral. (d) Nothing contained in this Section 7.26 shall constitute a waiver of, or an agreement to waive, any Event of Default or Potential Default hereunder, including without limitation any Potential Default or Event of Default under Section 7.20 of this Agreement. (e) The Borrower will not, and will not permit any Subsidiary to, enter into, assume or agree to be bound by any agreement or covenant that would prohibit the Borrower or any Subsidiary from granting to the Administrative Agent or to the holders of the Borrower's Senior Notes (or a security trustee on their behalf) a security interest in any unencumbered Property of the Borrower or any Subsidiary pursuant to Section 7.26(a) hereof. (f) No provision of Sections 7.26(a), (c) Upon termination and (f) may be amended, modified or waived without the prior written consent of all of the Aggregate CommitmentsBanks. In addition, termination no provision of any of the Security Documents may be amended, modified or expiration waived without the prior written consent of all Letters of Credit the Banks if the effect of such amendment, modification or waiver would be to release all or any substantial part (in value) of the Collateral subject thereto, except (i) as required by Section 7.26(c) hereof and (ii) in connection with any sale or disposition permitted or required by this Agreement or the Security Documents. (g) The Borrower agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Security Documents and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent. (h) Notwithstanding any provision of this Agreement to the contrary, the Borrower shall apply 100% of the proceeds of any sale or other disposition of any Collateral (net of any costs, expenses and taxes incurred in connection with such sale or other disposition) (other than Letters sales of Credit as inventory in the ordinary course of business and sales of Receivables pursuant to which arrangements satisfactory Receivables Securitization Programs permitted under this Agreement) in excess of $10,000,000 in any fiscal year ("Excess Proceeds") either (i) within 180 days of its receipt of such Excess Proceeds, to the L/C Issuer acquisition of Property of a like type that is concurrently with its acquisition encumbered as provided in this Section 7.26 ("Replacement Property"), or (ii) if the Borrower is not going to use such Excess Proceeds to acquire Replacement Property, to the prepayment of Loans outstanding hereunder within 2 Business Days of their receipt by the Borrower or any of its sole discretion have been madeSubsidiaries (at which time the Revolving Credit Commitments shall automatically and permanently reduce by an amount equal to the amount of such prepayment and each Bank's Revolving Credit Commitment shall reduce by its Commitment Percentage of such reduction). If the Borrower elects to acquire Replacement Property with such proceeds the Borrower shall (x) give the Administrative Agent written notice of its intention to use such Excess Proceeds to acquire Replacement Property within 2 Business Days of its receipt of such Excess Proceeds, and (y) either use such Excess Proceeds to repay the Loans outstanding hereunder until such time as such Replacement Property is acquired or place such Excess Proceeds in an escrow arrangement to the extent doing so would reduce or avoid the payment in full of the Obligations, any Liens granted income taxes with respect to profits realized in connection with such sale. Any Excess Proceeds that have not been used to acquire Replacement Property by the end of such 180 day period shall be used to prepay Loans hereunder. Concurrently with each prepayment of Loans required by this AgreementSection 7.26(h) upon the expiration of a 180-day period the Revolving Credit Commitments shall automatically and permanently reduce by an amount equal to the amount of such prepayment, the Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to existeach Bank's Revolving Credit Commitment shall reduce by its Commitment Percentage of such reduction." 1.11. In furtherance Section 8.1(b) of the foregoing, and at a Borrower’s expense, the Administrative Agent Credit Agreement shall execute and deliver such documents, instruments and statements, and take such other action, be amended to read as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of the Loan Documents and no longer secure any Obligations.follows: