Notwithstanding any other provision of this Agreement, for so long as any of the Indentures shall remain in effect and Indebtedness shall be outstanding thereunder, the aggregate amount of the Obligations and the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement secured by # the security interests granted under this Section and under the corresponding section of the First Lien Guarantee and Collateral Agreement and # the Liens created under the Mortgages and the “Mortgages” as defined in the First Lien Guarantee and Collateral Agreement, in each case to the extent the assets subject to such security interests and Liens constitute Indenture Properties, shall not exceed the maximum amount of the Obligations and such other “Obligations” that can be so secured without violation of the Indentures (it being agreed that the obligations excluded by this paragraph from the benefits of such security interests in and Liens on the Indenture Properties will be determined based on the priority of the security interests and Liens securing the applicable obligations as set forth herein, with the obligations secured by the most junior security interests and Liens being the first excluded). If at any time after the date hereof any amount of the Obligations that may be secured by any security interest or Lien on the Indenture Properties without violation of the Indentures shall increase, in either case by reason of # the termination of the Indentures or any provisions therein or the repayment of all Indebtedness outstanding thereunder, # any amendment of or waiver under the Indentures, # any increase in any applicable basket or exception under the Indentures as a result of the financial performance of the Company and the Subsidiaries or otherwise or # any other event or condition, the amount of the outstanding Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement secured by security interests in and Liens on the Indenture Properties shall be simultaneously and automatically increased to the maximum amount permitted under the Indentures. No amount of Obligations or “Obligations” as defined in the First Lien Guarantee and Collateral Agreement that shall be secured by security interests in and Liens on the Indenture Properties in accordance with the foregoing provisions of this paragraph shall at any time cease to be so guaranteed or secured as a result of # any subsequent amendment of or waiver under any Indenture, # any subsequent change in the amount of any basket or exception under any Indenture (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures) or # any other event or condition (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures); provided, that if the outstanding amount of the Obligations and the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement shall be reduced below the amount permitted to be secured by security interests in and Liens on the Indenture Properties and shall later be increased, the newly incurred Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement will be secured by security interests in and Liens on the Indenture Properties only to the extent permitted under the Indentures and the foregoing provisions of this Section at the time of such

Notwithstanding any other provision of this Agreement, for so long as any of the Indentures shall remain in effect and Indebtedness shall be outstanding thereunder, the aggregate amount of the Obligations secured by # the security interests granted under this Section and # the Liens created under the Mortgages, in each case to the extent the assets subject to such security interests and Liens constitute Indenture Properties, shall not exceed the maximum amount of the Obligations that can be so secured without violation of the Indentures. If at any time after the date hereof any amount of the Obligations that may be secured by any security interest or Lien on the Indenture Properties without violation of the Indentures shall increase, in either case by reason of # the termination of the Indentures or any provisions therein or the repayment of all Indebtedness outstanding thereunder, # any amendment of or waiver under the Indentures, # any increase in any applicable basket or exception under the Indentures as a result of the financial performance of the Company and the Subsidiaries or otherwise or # any other event or condition, the amount of the outstanding Obligations secured by security interests in and Liens on the Indenture Properties shall be simultaneously and automatically increased to the maximum amount permitted under the Indentures. No amount of Obligations that shall be secured by security interests in and Liens on the Indenture Properties in accordance with the foregoing provisions of this paragraph shall at any time cease to be so guaranteed or secured as a result of # any subsequent amendment of or waiver under any Indenture, # any subsequent change in the amount of any basket or exception under any Indenture (to the extent the secured amount of the Obligations is not required to be reduced under the terms of the Indentures) or # any other event or condition (to the extent the secured amount of the Obligations is not required to be reduced under the terms of the Indentures); provided, that if the outstanding amount of the Obligations shall be reduced below the amount permitted to be secured by security interests in and Liens on the Indenture Properties and shall later be increased, the newly incurred Obligations will be secured by security interests in and Liens on the Indenture Properties only to the extent permitted under the Indentures and the foregoing provisions of this Section at the time of such increase or thereafter. Nothing in the preceding two sentences shall result in the aggregate amount of the Obligations secured by the Indenture Properties exceeding the maximum amount of the Obligations that can be so secured without violation of the Indentures.

increase or thereafter (with the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement being secured to the fullest extent permitted under the Indentures and the Obligations being secured only to the extent permitted under the Indentures after giving effect to the security interests and Liens securing such “Obligations” as defined in the First Lien Guarantee and Collateral Agreement). Nothing in the preceding two sentences shall result in the aggregate amount of the Obligations secured by the Indenture Properties exceeding the maximum amount of the Obligations that can be so secured without violation of the Indentures.