Credit Agreement; Security Documents. The Agent shall have received # this Agreement, executed and delivered by the Agent, the L/C Issuer, each Loan Party and each Lender whose name appears on the signature pages hereof, # the Security Documents specified on the Closing Checklist attached hereto as [Exhibit K] required to be delivered on the Closing Date (except to the extent set forth in [Sections 6.12(a) and 6.21]1] hereof), executed and delivered by the Loan Parties and the Agent, # an Acknowledgement and Consent in the form attached to the Security Agreement executed and delivered by each Issuer (as defined therein), if any, that is not a Loan Party, # a Note executed by the Borrower in favor of each Lender requesting a Note, # a Representations and Warranties Certificate executed by each Loan Party, and # all other Loan Documents specified on the Closing Checklist attached hereto as [Exhibit K] and required to be delivered on the Closing Date (except to the extent set forth in [Section 6.21] hereof), each duly executed by the applicable Loan Parties and all other Persons party thereto.

. The Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in the Collateral Agreement), when stock certificates representing such Pledged Stock (to the extent constituting “certificated securities” under [Section 8-102(4)] of the New York UCC) are delivered to the Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on [Schedule 4.19(a)] in appropriate form are filed in the offices specified on [Schedule 4.19(a)], the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).

Security Documents. Any Security Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Permitted Encumbrances) on any part of the Collateral; or

Credit Agreement; Advances; Security. This note has been issued pursuant to the terms of the Credit Agreement, is one of the Notes referred to in the Credit Agreement and is subject to all of the terms and provisions of the Credit Agreement including, without limiting the generality of the foregoing, [Section 9.12] thereof, which is incorporated herein by reference as if first set forth herein upon the execution of the Credit Agreement. Advances against this note by Payee or other holder hereof shall be governed by the terms and provisions of the Credit Agreement. Payee is entitled to the benefits of and security provided for in the Credit Agreement. The unpaid principal balance of this note at any time shall be the total of all amounts lent or advanced against this note less the amount of all payments or permitted prepayments made on this note and by or for the account of Maker. All loans and advances and all payments and permitted prepayments made hereon may be endorsed by the holder of this note on a schedule which may be attached hereto (and thereby made a part hereof for all purposes) or otherwise recorded in the holder’s records; provided, that any failure to make notation of # any advance shall not cancel, limit or otherwise affect Maker’s obligations or any holder’s rights with respect to that advance, or # any payment or permitted prepayment of principal shall not cancel, limit or otherwise affect Maker’s entitlement to credit for that payment as of the date received by the holder.

Credit Agreement; Advances; Security. This note has been issued pursuant to the terms of the Credit Agreement, is one of the Notes referred to in the Credit Agreement and is subject to all of the terms and provisions of the Credit Agreement including, without limiting the generality of the foregoing, [Section 9.12] thereof, which is incorporated herein by reference as if first set forth herein upon the execution of the Credit Agreement. Advances against this note by Payee or other holder hereof shall be governed by the terms and provisions of the Credit Agreement. Payee is entitled to the benefits of and security provided for in the Credit Agreement. The unpaid principal balance of this note at any time shall be the total of all amounts lent or advanced against this note less the amount of all payments or permitted prepayments made on this note and by or for the account of Maker. All loans and advances and all payments and permitted prepayments made hereon may be endorsed by the holder of this note on a schedule which may be attached hereto (and thereby made a part hereof for all purposes) or otherwise recorded in the holder’s records; provided, that any failure to make notation of # any advance shall not cancel, limit or otherwise affect Maker’s obligations or any holder’s rights with respect to that advance, or # any payment or permitted prepayment of principal shall not cancel, limit or otherwise affect Maker’s entitlement to credit for that payment as of the date received by the holder.

Credit Agreement; Security Documents. The Agent shall have received # this Agreement, executed and delivered by the Agent, each Loan Party and each Lender whose name appears on the signature pages hereof, # the Security Documents specified on the Closing Checklist attached hereto as [Exhibit K] required to be delivered on the Closing Date (except to the extent set forth in [Sections 6.12(a) and 6.16]6] hereof), executed and delivered by the Loan Parties and the Agent, # an Acknowledgement and Consent in the form attached to the Security Agreement executed and delivered by each Issuer (as defined therein), if any, that is not a Loan Party, # a Note executed by the Borrower in favor of each Lender requesting a Note, and # a Representations and Warranties Certificate executed by each Loan Party, and # all other Loan Documents specified on the Closing Checklist attached hereto as [Exhibit K] and required to be delivered on the Closing Date (except to the extent set forth in [Section 6.16] hereof), each duly executed by the applicable Loan Parties and all other Persons party thereto.

Security Documents. Each Security Document (other than any Security Document relating solely to the Post-Closing Perfection Actions) shall have been duly authorized, executed and delivered by the parties thereto and shall be in full force and effect on the Closing Date. The obligations of each Grantor in respect of the Securities shall have the benefit of liens on the Collateral as contemplated by (and with the relative priorities as set forth in) the General Disclosure Package and the Offering Memorandum (and, for the avoidance of doubt, as contemplated by (and with the relative priorities set forth in) the Indenture or any Security Document), and except as contemplated by the General Disclosure Package and the Offering Memorandum (and, for the avoidance of doubt, except as contemplated by the Indenture or any Security Document) no other liens in the Collateral shall exist.

Security Documents. The security interests created in favor of Administrative Agent under the Security Documents constitute, as security for the obligations purported to be secured thereby, a legal, valid and enforceable security interest in all of the Collateral referred to therein in favor of Administrative Agent for the benefit of the Lenders. The security interests in and Liens upon the Collateral described in the Security Documents are valid and perfected first priority Liens to the extent such security interests and Liens can be perfected by such filings and recordations. No consents, filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests purported to be created by any of the Security Documents or to give third parties constructive notice thereof, other than # such as have been obtained and which remain in full force and effect or will be completed promptly following the date of creation of the Lien and # the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent.

Credit Agreement; Security Documents. The Agent shall have received # this Agreement, executed and delivered by the Agent, each Loan Party and each Lender whose name appears on the signature pages hereof, # the Security Documents specified on the Closing Checklist attached hereto as [Exhibit K] required to be delivered on the Closing Date (except to the extent set forth in [Sections 6.12(a) and 6.16]), executed and delivered by the Loan Parties and the Agent, # an Acknowledgement and Consent in the form attached to the Security Agreement executed and delivered by each Issuer (as defined therein), if any, that is not a Loan Party, # a Note executed by the Borrower in favor of each Lender requesting a Note, and # a Representations and Warranties Certificate executed by each Loan Party, and # all other Loan Documents specified on the Closing Checklist attached hereto as [Exhibit K] and required to be delivered on the Closing Date (except to the extent set forth in Section 6.16 hereof), each duly executed by the applicable Loan Parties and all other Persons party thereto.

Security Documents. All of the Secured Obligations, as amended by this Amendment, are secured by all of the Security Documents.