Notwithstanding anything to the contrary set forth herein or in any other Loan Document, # the Administrative Agent shall be permitted, in circumstances where it determines that the cost of obtaining or perfecting a security interest in particular property is excessive in relation to the benefit afforded to [[Organization B:Organization]] thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document and # the Administrative Agent may grant extensions of time for the creation of a security interest in or perfection of Liens on particular property (including extensions beyond the Closing Date for the creation of a security interest in or Liens on the property of the Loan Parties on such date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, # the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as, the Administrative Agent and the Borrower reasonably agree that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to the Borrower and the Subsidiaries), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, # Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as reasonably agreed between the Administrative Agent and the Borrower, # in no event shall the Collateral include any Excluded Assets and # the foregoing provisions of this definition shall not require control agreements or perfection by “control” (other than in respect of certificated Collateral) with respect to any Collateral (including, without limitation, deposit accounts or other bank or securities accounts). The Administrative Agent may grant extensions of time for the creation and perfection of security interests, in or the obtaining of, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Original Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Original Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.