EX-10.1






COLLATERAL TRUST AGREEMENT

dated as of July 31, 2009,

among

UNISYS CORPORATION,

the Guarantors from time to time party hereto,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee under the First Lien Indenture,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee under the Second Lien Indenture,

the other Secured Debt

Representatives from time to time party hereto

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Trustee




TABLE OF CONTENTS




Page




	 	 	 
	ARTICLE 1.DEFINITIONS; PRINCIPLES OF CONSTRUCTION

	SECTION 1.1

SECTION 1.2

ARTICLE 2.THE TRUST ESTATES

SECTION 2.1

SECTION 2.2

SECTION 2.3

SECTION 2.4

SECTION 2.5

SECTION 2.6

SECTION 2.7

SECTION 2.8

SECTION 2.9

	 	Defined Terms

Rules of Interpretation



Declaration of Senior Trust

Declaration of Junior Trust

Priority of Liens

Restrictions on Enforcement of Junior Liens

Waiver of Right of Marshalling.

Discretion in Enforcement of Priority Liens.

Discretion in Enforcement of Priority Lien Obligations

Insolvency or Liquidation Proceedings

Collateral Shared Equally and Ratably within Class
	ARTICLE 3.OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE

	SECTION 3.1

SECTION 3.2

SECTION 3.3

SECTION 3.4

SECTION 3.5

SECTION 3.6

SECTION 3.7

SECTION 3.8

	 	Undertaking of the Collateral Trustee

Release or Subordination of Liens

Enforcement of Liens

Application of Proceeds

Powers of the Collateral Trustee

Documents and Communications

For Sole and Exclusive Benefit of Holders of Secured Obligations

Additional Secured Debt
	ARTICLE 4.OBLIGATIONS ENFORCEABLE BY THE COMPANY AND THE OTHER GUARANTORS

	SECTION 4.1

SECTION 4.2

SECTION 4.3

SECTION 4.4

	 	Release of Liens on Collateral

Delivery of Copies to Secured Debt Representatives

Collateral Trustee not Required to Serve, File, Register or Record

Release of Liens in Respect of Notes
	ARTICLE 5.IMMUNITIES OF THE COLLATERAL TRUSTEE

	SECTION 5.1

SECTION 5.2

SECTION 5.3

SECTION 5.4

SECTION 5.5

SECTION 5.6

SECTION 5.7

SECTION 5.8

SECTION 5.9

SECTION 5.10

SECTION 5.11

SECTION 5.12

SECTION 5.13

SECTION 5.14

	 	No Implied Duty

Appointment of Agents and Advisors

Other Agreements

Solicitation of Instructions

Limitation of Liability

Documents in Satisfactory Form

Entitled to Rely

Secured Debt Default

Actions by Collateral Trustee

Security or Indemnity in Favor of the Collateral Trustee

Rights of the Collateral Trustee

Limitations on Duty of Collateral Trustee in Respect of Collateral

Assumption of Rights, Not Assumption of Duties

No Liability for Clean Up of Hazardous Materials
	ARTICLE 6.RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE

	SECTION 6.1

SECTION 6.2

SECTION 6.3

SECTION 6.4

ARTICLE 7.MISCELLANEOUS PROVISIONS

SECTION 7.1

SECTION 7.2

SECTION 7.3

SECTION 7.4

SECTION 7.5

SECTION 7.6

SECTION 7.7

SECTION 7.8

SECTION 7.9

SECTION 7.10

SECTION 7.11

SECTION 7.12

SECTION 7.13

SECTION 7.14

SECTION 7.15

SECTION 7.16

SECTION 7.17

SECTION 7.18

SECTION 7.19

SECTION 7.20

SECTION 7.21

SECTION 7.22

SECTION 7.23

SECTION 7.24

	 	Resignation or Removal of Collateral Trustee

Appointment of Successor Collateral Trustee

Succession

Merger, Conversion or Consolidation of Collateral Trustee



Amendment

Voting

Further Assurances; Insurance; Real Estate

Perfection of Junior Trust Estate

Successors and Assigns

Delay and Waiver

Notices

Notice Following Discharge of Priority Lien Obligations

Entire Agreement

Compensation; Expenses

Indemnity

Severability

Headings

Obligations Secured

Governing Law

Consent to Jurisdiction

Waiver of Jury Trial

Counterparts

Effectiveness

Additional Guarantors

Continuing Nature of this Agreement

Insolvency

Rights and Immunities of Secured Debt Representatives

Patriot Act






	 	 	 	 	 
	EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

	 	–

–

–

–

–

-
	 	Additional Secured Debt Designation

Form of Collateral Trust Joinder—Additional Secured Debt

Form of Collateral Trust Joinder—Additional Guarantors

Form of ABL Intercreditor Agreement

Form of Mortgage

Form of Opinion







	 	 	SCHEDULE 1 – Mortgaged Properties





This Collateral Trust Agreement (this “Agreement”) is dated as of July 31, 2009 and is
by and among Unisys Corporation, a Delaware corporation (the “Company”), the Guarantors from time
to time party hereto, Deutsche Bank Trust Company Americas, a banking corporation duly organized
under the laws of the State of New York, as First Lien Trustee (as defined below), Deutsche Bank
Trust Company Americas, a banking corporation duly organized under the laws of the State of New
York, as Second Lien Trustee (as defined below), the other Secured Debt Representatives from time
to time party hereto, and Deutsche Bank Trust Company Americas, a banking corporation duly
organized under the laws of the State of New York, as Collateral Trustee (in such capacity and
together with its successors in such capacity, the “Collateral Trustee”).



RECITALS




The Company intends to issue (i) 12 3/4% Senior Secured Notes due 2014 (together with any
additional notes issued under the First Lien Indenture (as defined below), the “First Lien Notes”)
in an aggregate principal amount of $384,962,000 pursuant to an Indenture dated as of the date
hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from
time to time, the “First Lien Indenture”) among the Company, the Guarantors party thereto from time
to time and Deutsche Bank Trust Company Americas, as trustee (in such capacity and together with
its successors in such capacity, the “First Lien Trustee”), and (ii) 14 1/4% Senior Secured Notes due
2015 (together with any additional notes issued under the Second Lien Indenture (as defined below),
the “Second Lien Notes”) in an aggregate principal amount of $246,603,000 pursuant to a Second Lien
Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise
modified and in effect from time to time, the “Second Lien Indenture”) among the Company, the
Guarantors party thereto from time to time and Deutsche Bank Trust Company Americas, as trustee (in
such capacity and together with its successors in such capacity, the “Second Lien Trustee”).



The Company and the Guarantors intend to secure the Obligations under the First Lien Notes,
the Guarantees of the First Lien Notes and the First Lien Indenture and any future Priority Lien
Debt, with Liens on all current and future Collateral to the extent that such Liens have been
provided for in the applicable Security Documents.



The Company and the Guarantors intend to secure the Obligations under the Second Lien Notes,
the Guarantees of the Second Lien Notes and the Second Lien Indenture and any future Junior Lien
Debt, with Liens on all current and future Collateral to the extent that such Liens have been
provided for in the applicable Security Documents.



This Agreement sets forth the terms on which each Secured Party has appointed the Collateral
Trustee to act as the collateral trustee for the current and future holders of the Secured
Obligations to receive, hold, maintain, administer and distribute the Collateral at any time
delivered to the Collateral Trustee or the subject of the Security Documents, and to enforce the
Security Documents and all interests, rights, powers and remedies of the Collateral Trustee with
respect thereto or thereunder and the proceeds thereof.



Capitalized terms used in this Agreement have the meanings assigned to them above or in
Article 1 below.



AGREEMENT




In consideration of the premises and the mutual agreements herein set forth, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:



ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION




SECTION 1.1 Defined Terms. The following terms will have the following meanings:



“ABL Collateral” means all now owned or hereafter acquired:




(1) “accounts” and “payment intangibles,” other than “payment intangibles” (in each
case, as defined in Article 9 of the UCC) which constitute identifiable proceeds of
Collateral which is not ABL Collateral;




(2) “deposit accounts” (as defined in Article 9 of the UCC), “securities accounts” (as
defined in Article 8 of the UCC), including all monies, “uncertificated securities,” and
“securities entitlements” (as defined in Article 8 of the UCC) contained therein (including
all cash, marketable securities and other funds held in or on deposit in either of the
foregoing), “instruments” (as defined in Article 9 of the UCC), including intercompany notes
of Subsidiaries, and “chattel paper” (as defined in Article 9 of the UCC);




(3) general intangibles pertaining to the other items of property included within
clauses (1), (2), (4) and (5) of this definition of ABL Collateral, including, without
limitation, all contingent rights with respect to warranties on accounts which are not yet
“payment intangibles” (as defined in Article 9 of the UCC);




(4) “records” (as defined in Article 9 of the UCC), “supporting obligations” (as
defined in Article 9 of the UCC) and related “letters of credit” (as defined in Article 5 of
the UCC), commercial tort claims or other claims and causes of action, in each case, to the
extent related primarily to any of the foregoing; and




(5) substitutions, replacements, accessions, products and proceeds (including, without
limitation, insurance proceeds, licenses, royalties, income, payments, claims, damages and
proceeds of suit) of any or all of the foregoing, except to the extent that any item of
property included in clauses (1) through (5) includes Excluded Assets.



“ABL Intercreditor Agreement” means an intercreditor agreement entered into by the Collateral
Trustee in connection with Permitted ABL Debt, if any, in substantially the form attached as
Exhibit D, as amended, supplemented, modified, restated, renewed or replaced (whether upon or after
termination or otherwise), in whole or in part from time to time, in accordance with the terms of
Section 7.1 and such intercreditor agreement.



“Act of Priority Lien Debtholders” means, as to any matter at any time, a direction in writing
delivered to the Collateral Trustee by or with the written consent of either:



(1) with respect to the First Lien Notes, the holders of at least 25% of the aggregate
outstanding principal amount of the First Lien Notes or



(2) with respect to any other Series of Priority Lien Debt, the holders of at least 25% of the
aggregate outstanding principal amount of such Series of Priority Lien Debt (including outstanding
letters of credit whether or not then available or drawn, with such letters of credit being deemed
to have a principal amount equal to the maximum potential liability of the Company and the
Guarantors thereunder), to the extent (in the case of this clause (2)) that the outstanding
principal amount of such Series of Priority Lien Debt is in excess of $50.0 million.



For purposes of this definition, (a) Priority Lien Debt registered in the name of, or beneficially
owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding, and (b)
votes will be determined in accordance with Section 7.2; provided that, with respect to clause (a)
hereof, in connection with any Act of Priority Lien Debtholders, the Company shall, upon the
reasonable request of the Collateral Trustee, deliver to the Collateral Trustee a certificate,
signed by an authorized officer of the Company, setting forth the aggregate principal amounts of
any Priority Lien Debt registered in the name of, or beneficially owned by, the Company or any
Affiliate of the Company and the Collateral Trustee may conclusively rely on such certificate.



“Act of Required Debtholders” means, as to any matter at any time:




(1) prior to the Discharge of Priority Lien Obligations, a direction in writing
delivered to the Collateral Trustee by or with the written consent of the holders of at
least 50.1% of the sum of:




(a) the aggregate outstanding principal amount of Priority Lien Debt (including
outstanding letters of credit whether or not then available or drawn, with such
letters of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and the Guarantors thereunder); and




(b) other than in connection with the exercise of remedies, the aggregate
unfunded commitments to extend credit which, when funded, would constitute Priority
Lien Debt; and




(2) at any time after the Discharge of Priority Lien Obligations, a direction in
writing delivered to the Collateral Trustee by or with the written consent of the holders of
Junior Lien Debt representing the Required Junior Lien Debtholders.



For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned
by, the Company or any Affiliate of the Company will be deemed not to be outstanding and (b) votes
will be determined in accordance with Section 7.2.



“Additional Secured Debt” has the meaning set forth in Section 3.8.



“Additional Secured Debt Designation” means a notice in substantially the form of Exhibit
A.



“Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise.
Notwithstanding any of the foregoing to the contrary, no Person (other than the Company or any
Subsidiary of the Company) in whom the Company or a Subsidiary of the Company makes an investment
in connection with a Permitted Securitization Program will be deemed to be an Affiliate of the
Company or any of its Subsidiaries solely by reason of such investment. For purposes of this
definition, the terms “controlling,” “controlled by” and “under common control with” have
correlative meanings.



“Agreement” has the meaning set forth in the preamble.



“Asset Sale” has the meaning assigned to it in the First Lien Indenture or the Second Lien
Indenture, as the context requires.



“Asset Sale Offer” has the meaning assigned to it in the First Lien Indenture or the Second
Lien Indenture, as the context requires.



“Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed.



“Capital Lease Obligations” has the meaning assigned to it in the First Lien Indenture or the
Second Lien Indenture, as the context requires.



“Capital Stock” means:




(1) in the case of a corporation, corporate stock;




(2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




(3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




(4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person,



but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.



“Cash Equivalents” means:




(1) United States dollars, Euros, any national currency of any participating member
state of the economic and monetary union as contemplated in the Treaty on European Union,
Australian dollars, Brazilian Reals, Indian Rupees, South African Rand, Swiss Franc and the
British pound, or other local currencies held by the Company and its Restricted Subsidiaries
from time to time in the ordinary course of business;




(2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government; provided, that
the full faith and credit of the United States is pledged in support of those securities
having maturities of not more than two years from the date of acquisition;




(3) certificates of deposit and Eurodollar time deposits with maturities of one year or
less from the date of acquisition, bankers’ acceptances with maturities not exceeding one
year and overnight bank deposits, in each case, with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or
better in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the
date of determination) in the case of non-U.S. banks;




(4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above;




(5) commercial paper or marketable short-term money market or readily marketable direct
obligations and similar securities having one of the two highest ratings obtainable from
Moody’s or S&P and, in each case, maturing within two years after the date of acquisition;
and




(6) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition.



“Class” means (1) in the case of Junior Lien Debt, every Series of Junior Lien Debt, taken
together, and (2) in the case of Priority Lien Debt, every Series of Priority Lien Debt, taken
together.



“Collateral” means all properties and assets at any time owned or acquired by the Company or
any Guarantor, except: (1) Excluded Assets; and (2) any properties and assets in which the
Collateral Trustee is required to release its Liens pursuant to Section 3.2; provided, that, if
such Liens are required to be released as a result of the sale, transfer or other disposition of
any properties or assets of the Company or any Guarantor, such assets or properties will cease to
be excluded from the Collateral if the Company or any Guarantor thereafter acquires or reacquires
such assets or properties.



“Collateral Trustee” has the meaning set forth in the preamble.



“Collateral Trust Joinder” means (1) with respect to the provisions of this Agreement relating
to any Additional Secured Debt, an agreement substantially in the form of Exhibit B and
(2) with respect to the provisions of this Agreement relating to the addition of additional
Guarantors, an agreement substantially in the form of Exhibit C.



“Company” has the meaning set forth in the preamble.



“Covenant Defeasance” has the meaning assigned to it in the First Lien Indenture or the Second
Lien Indenture, as the context requires.



“Credit Facilities” means one or more debt facilities or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables), letters of credit or
other long-term indebtedness, in each case, as amended, restated, modified, renewed, refunded,
replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by
means of sales of debt securities) in whole or in part from time to time whether by the same or any
other agent(s) or lender(s) including any such replacement, refunding or refinancing facility or
indenture that increases the amount permitted to be borrowed thereunder or alters the maturity
thereof (provided that such increase in borrowings is permitted under Section 4.09 of the First
Lien Indenture and Section 4.09 of the Second Lien Indenture and the other Secured Debt Documents)
or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder .



“Discharge of Priority Lien Obligations” means the occurrence of all of the following:




(1) termination or expiration of all commitments to extend credit that would constitute
Priority Lien Debt;




(2) payment in full in cash of the principal of, and interest and premium, if any, on
all Priority Lien Debt (other than any undrawn letters of credit);




(3) discharge or cash collateralization (at the lower of (A) 105% of the aggregate
undrawn amount and (B) the percentage of the aggregate undrawn amount required for release
of liens under the terms of the applicable Priority Lien Document) of all outstanding
letters of credit constituting Priority Lien Debt; and




(4) payment in full in cash of all other Priority Lien Obligations that are outstanding
and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any
obligations for taxes, costs, indemnifications, reimbursements, damages and other
liabilities in respect of which no claim or demand for payment has been made at such time).



“Domestic Operating Subsidiary” means any Subsidiary of the Company other than a Subsidiary
that:




(1) does not transact any substantial portion of its business or regularly maintain any
substantial portion of its operating assets within the continental limits of the United
States;




(2) is principally engaged in the business of financing (including, without limitation,
the purchase, holding, sale or discounting of or lending upon any accounts receivable,
notes, contracts, leases or other forms of obligations) the sale or lease of merchandise,
equipment or services (a) by the Company, (b) by a Subsidiary of the Company (whether such
sales or leases have been made before or after the date when such corporation became a
Subsidiary), (c) by another Affiliate of the Company or (d) by any corporation prior to the
time when substantially all its assets have been acquired by the Company;




(3) is principally engaged in the business of owning, leasing, dealing in or developing
real property; or




(4) is principally engaged in the holding of stock in, and/or the financing of
operations of, an Affiliate of the Company.



“Equally and Ratably” means, in reference to sharing of Liens or proceeds thereof as between
holders of Secured Obligations within the same Class, that such Liens or proceeds:




(1) will be allocated and distributed in accordance with Section 3.4 first to the
Secured Debt Representative for each outstanding Series of Secured Debt within that Class,
for the account of the holders of such Series of Secured Debt, ratably in proportion to the
principal of, and interest and premium (if any) and reimbursement obligations (contingent or
otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings
have been made under such letters of credit) on, each outstanding Series of Secured Debt
within that Class when the allocation or distribution is made, and thereafter; and




(2) will be allocated and distributed in accordance with Section 3.4 (if any remain
after payment in full of all of the principal of, and interest and premium (if any) and
reimbursement obligations (contingent or otherwise) with respect to letters of credit, if
any, outstanding (whether or not drawings have been made on such letters of credit) on all
outstanding Secured Obligations within that Class) to the Secured Debt Representative for
each outstanding Series of Secured Obligations within that Class, for the account of the
holders of any remaining Secured Obligations within that Class, ratably in proportion to the
aggregate unpaid amount of such remaining Secured Obligations within that Class due and
demanded (with written notice to the applicable Secured Debt Representative and the
Collateral Trustee) prior to the date such distribution is made.



“Excess Proceeds” has the meaning assigned to it in the First Lien Indenture or the Second
Lien Indenture, as the context requires.



“Excluded Assets” means each of the following:




(1) any real property or fixtures located outside of the United States and any
leasehold interests in real property;




(2) any lease, license, contract, property right or agreement to which the Company or
any Guarantor is a party, and any of its rights or interests thereunder, if and to the
extent that a security interest is (i) prohibited by or in violation of any law, rule or
regulation applicable to the Company or any Guarantor, or (ii) will constitute or result in
a breach, termination or default under or requires any consent not obtained under any such
lease, license, contract, property right or agreement (other than to the extent that any
such law, rule, regulation, term, provision or condition would be rendered ineffective with
respect to the creation of the security interest in the Collateral pursuant to Sections
9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable
law or principles of equity); provided that any such lease, license, contract, or agreement
shall cease to be an Excluded Asset and the Collateral shall include (and such security
interest shall attach) immediately at such time as the contractual or legal prohibition
shall no longer be applicable, and to the extent severable, shall attach immediately to any
portion of such lease, license, contract, or agreement not subject to the prohibitions
specified in subclauses (i) and (ii) of this clause (3); provided, further, that the
exclusions referred to in this clause (3) shall not include any proceeds of any such lease,
license, contract, property right or agreement;




(3) any other property or assets (other than the Mortgaged Property) in which a Lien
cannot be perfected by (i) the filing of a financing statement under the UCC of the relevant
jurisdiction or (ii) a filing at the U.S. Patent and Trademark Office or the U.S. Copyright
Offices, so long as the aggregate Fair Market Value of all such property and assets does not
at any one time exceed $20.0 million;




(4) any deposit account for taxes, payroll, employee benefits or similar items and any
other account or financial asset in which such security interest would be unlawful or in
violation of any Plan or employee benefit agreement;




(5) accounts receivable and related assets transferred or purported to be transferred
in a Permitted Securitization Program;




(6) assets, with respect to which any applicable law prohibits the creation or
perfection of security interests therein;




(7) deposit or checking accounts with balances below $1.0 million, so long as the
aggregate balance of all such deposit and checking accounts does not at any one time exceed
$10.0 million;




(8) any motor vehicles, vessels and aircraft, or other property subject to a
certificate of title;




(9) any intent-to-use application for registration of a trademark filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of
Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to
Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and
solely during the period, if any, in which, the grant of a security interest therein would
impair the validity or enforceability of any registration that issues from such
intent-to-use application under applicable federal law;




(10) cash or Cash Equivalents securing reimbursement obligations under letters of
credit or surety bonds, which letters of credit and surety bonds are otherwise not secured
by Priority Liens, Junior Liens or Permitted ABL Liens; and




(11) equity interests in any joint venture with a third party that is not an Affiliate,
to the extent a pledge of such equity interests is prohibited by the documents governing
such joint venture.



“Fair Market Value” has the meaning assigned to it in the First Lien Indenture or the Second
Lien Indenture, as the context requires.



“First Lien Notes” has the meaning set forth in the recitals.



“First Lien Indenture” has the meaning set forth in the recitals.



“First Lien Trustee” has the meaning set forth in the recitals.



“GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the Original Issue Date.



“Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial statement conditions or otherwise).



“Guarantors” means any Person that at any time provides a guarantee of any Secured
Obligations.



“Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:




(1) interest rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements and interest rate collar agreements;




(2) other agreements or arrangements designed to manage interest rates or interest rate
risk; and




(3) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange rates or commodity prices.



“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person
(excluding accrued expenses and trade payables), whether or not contingent:




(1) in respect of borrowed money;




(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




(3) in respect of banker’s acceptances;




(4) representing Capital Lease Obligations;




(5) representing the balance deferred and unpaid of the purchase price of any property
or services due more than six months after such property is acquired or such services are
completed except (i) any such balance that constitutes a trade payable or similar obligation
to a trade creditor, in each case accrued in the ordinary course of business and (ii) any
earn-out obligations until such obligation becomes a liability on the balance sheet of such
Person in accordance with GAAP; or




(6) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of
the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether
or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise
included, the Guarantee by the specified Person of any Indebtedness of any other Person, other than
by endorsement of negotiable instruments for collection in the ordinary course of business.



“Indemnified Liabilities” means any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, taxes, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, performance, administration or enforcement of
this Agreement or any of the other Security Documents, including any of the foregoing relating to
the use of proceeds of any Secured Debt or the violation of, noncompliance with or liability under,
any law applicable to or enforceable against the Company, any of its Subsidiaries or any Guarantor
or any of the Collateral and all reasonable costs and expenses (including reasonable fees and
expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with
any claim, action, investigation or proceeding in any respect relating to any of the foregoing,
whether or not suit is brought.



“Indemnitee” has the meaning set forth in Section 7.11(a).



“Indentures” means, collectively, the First Lien Indenture and the Second Lien Indenture.



“Insolvency or Liquidation Proceeding” means:




(1) any case commenced by or against the Company or any Guarantor under Title 11, U.S.
Code, or any similar federal or state law for the relief of debtors, any other proceeding
for the reorganization, recapitalization or adjustment or marshalling of the assets or
liabilities of the Company or any Guarantor, any receivership or assignment for the benefit
of creditors relating to the Company or any Guarantor or any similar case or proceeding
relative to the Company or any Guarantor or its creditors, as such, in each case whether or
not voluntary;




(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding
up of or relating to the Company or any Guarantor, in each case whether or not voluntary and
whether or not involving bankruptcy or insolvency; or




(3) any other proceeding of any type or nature in which substantially all claims of
creditors of the Company or any Guarantor are determined and any payment or distribution is
or may be made on account of such claims.



“Junior Lien” means a Lien granted by a Security Document to the Collateral Trustee, at any
time, upon any Collateral of the Company or any Guarantor to secure Junior Lien Obligations, that
is:




(1) with respect to Collateral other than ABL Collateral, junior in priority to all
Priority Liens and senior in priority to all Permitted ABL Liens, if any;




(2) with respect to ABL Collateral, junior in priority to all Priority Liens and all
Permitted ABL Liens, if any; and




(3) pari passu with all other Liens to secure Junior Lien Obligations.



“Junior Lien Debt” means:




(1) the Second Lien Notes issued by the Company on the Original Issue Date;




(2) any other Indebtedness (including letters of credit and reimbursement obligations
with respect thereto) of the Company that is secured on a subordinated basis to the Priority
Lien Debt by a Junior Lien that was permitted to be incurred and so secured under each
applicable Secured Debt Document;




provided, that:




(a) on or before the date on which such Indebtedness is incurred by the
Company, such Indebtedness is designated by the Company as “Junior Lien Debt” for
the purposes of the Secured Debt Documents in an Additional Secured Debt Designation
executed and delivered in accordance with Section 3.8(b); provided, that no Series
of Secured Debt may be designated as both (i) Junior Lien Debt and Priority Lien
Debt or (ii) Junior Lien Debt and Permitted ABL Debt;




(b) the Junior Lien Representative for such Indebtedness executes and delivers
a Collateral Trust Joinder in accordance with Section 3.8(a) (unless the Junior Lien
Representative for the holders of such Indebtedness is already a party hereunder in
a manner that applies to the holders of such Indebtedness);




(c) such Indebtedness is governed by an indenture, credit agreement or other
agreement that includes a Lien Sharing and Priority Confirmation; and




(d) all other requirements set forth in this Agreement, including Section 3.8,
as to the confirmation, grant or perfection of the Collateral Trustee’s Liens to
secure such Indebtedness or Obligations in respect thereof are satisfied (and the
satisfaction of such requirements and the other provisions of this clause (d) will
be conclusively established if the Company delivers to the Collateral Trustee an
Officers’ Certificate stating that such requirements and other provisions have been
satisfied and that such Indebtedness is “Junior Lien Debt”); and




(3) Hedging Obligations of the Company incurred to hedge or manage interest rate risk
in accordance with the terms of the Secured Debt Documents; provided that:




(a) on or before the date on which such Hedging Obligations are incurred by the
Company such Hedging Obligations are designated by the Company, in an Officers’
Certificate delivered to each Priority Lien Representative, Junior Lien
Representative and the Collateral Trustee, as “Junior Lien Debt” for the purposes of
the Secured Debt Documents in an Additional Secured Debt Designation executed and
delivered in accordance with Section 3.8(b); provided, that no Series of Secured
Debt may be designated as both (i) Junior Lien Debt and Priority Lien Debt or (ii)
Junior Lien Debt and Permitted ABL Debt;




(b) the counterparty in respect of such Hedging Obligations, in its capacity as
a holder or beneficiary of such Junior Lien, executes and delivers a Collateral
Trust Joinder in accordance with Section 3.8(a) or otherwise becomes (or the
associated Junior Liens otherwise become) subject to the terms of this Agreement;
and




(c) all other requirements set forth in this Agreement, including Section 3.8,
have been complied with (and the satisfaction of such requirements will be
conclusively established if the Company delivers to the Collateral Trustee an
Officers’ Certificate stating that such requirements and other provisions have been
satisfied and that such Hedging Obligations are “Junior Lien Debt”).



“Junior Lien Documents” means, collectively, the Second Lien Indenture and any indenture,
credit agreement or other agreement governing each Series of Junior Lien Debt and the Security
Documents (other than any Security Documents that do not secure Junior Lien Obligations).



“Junior Lien Obligations” means Junior Lien Debt and all other Obligations in respect thereof.



“Junior Lien Representative” means (1) the Second Lien Trustee or (2) in the case of any
future Series of Junior Lien Debt, the trustee, agent or representative of the holders of such
Series of Junior Lien Debt who maintains the transfer register for such Series of Junior Lien Debt
and (A) is appointed as a Junior Lien Representative (for purposes related to the administration of
the Security Documents) pursuant to the indenture, credit agreement or other agreement governing
such Series of Junior Lien Debt, together with its successors in such capacity, and (B) that has
executed a Collateral Trust Joinder.



“Junior Trust Estate” has the meaning set forth in Section 2.2.



“Legal Defeasance” has the meaning assigned to it in the First Lien Indenture or the Second
Lien Indenture, as the context requires.



“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and, except in connection with any Permitted Securitization Program, any
filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of
any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a
Lien.



“Lien Sharing and Priority Confirmation” means:




(1) as to any Series of Priority Lien Debt, the written agreement of the holders of
such Series of Priority Lien Debt, as set forth in the indenture, credit agreement or other
agreement governing such Series of Priority Lien Debt, for the enforceable benefit of all
holders of each existing and future Series of Secured Debt, each existing and future Secured
Debt Representative and each existing and future holder of Permitted Prior Liens:




(a) that all Priority Lien Obligations will be and are secured Equally and
Ratably by all Priority Liens at any time granted by the Company or any Guarantor to
secure any Obligations in respect of such Series of Priority Lien Debt, whether or
not upon property otherwise constituting Collateral, and that all such Priority
Liens will be enforceable by the Collateral Trustee for the benefit of all holders
of Priority Lien Obligations Equally and Ratably;




(b) that the holders of Obligations in respect of such Series of Priority Lien
Debt are bound by the provisions of this Agreement (and any ABL Intercreditor
Agreement), including the provisions relating to the ranking of Priority Liens and
the order of application of proceeds from enforcement of Priority Liens; and




(c) consenting to and directing the Collateral Trustee to perform its
obligations under this Agreement and the other Security Documents;




(2) as to any Series of Junior Lien Debt, the written agreement of the holders of such
Series of Junior Lien Debt, as set forth in the indenture, credit agreement or other
agreement governing such Series of Junior Lien Debt, for the enforceable benefit of all
holders of each existing and future Series of Secured Debt, each existing and future Secured
Debt Representative, and each existing and future holder of Permitted Prior Liens:




(a) that all Junior Lien Obligations will be and are secured Equally and
Ratably by all Junior Liens at any time granted by the Company or any Guarantor to
secure any Obligations in respect of such Series of Junior Lien Debt, whether or not
upon property otherwise constituting Collateral for such Series of Junior Lien Debt,
and that all such Junior Liens will be enforceable by the Collateral Trustee for the
benefit of all holders of Junior Lien Obligations Equally and Ratably;




(b) that the holders of Obligations in respect of such Series of Junior Lien
Debt are bound by the provisions of this Agreement (and any ABL Intercreditor
Agreement), including the provisions relating to the ranking of Junior Liens and the
order of application of proceeds from the enforcement of Junior Liens; and




(c) consenting to and directing the Collateral Trustee to perform its
obligations under this Agreement and the other Security Documents; and




(3) as to any Series of Permitted ABL Debt of the Company or any Guarantor, the written
agreement of the holders of such Series of Permitted ABL Debt, as set forth in the credit
agreement or other agreement governing such Series of Permitted ABL Debt, for the
enforceable benefit of all holders of each existing and future Series of Secured Debt, each
existing and future Secured Debt Representative and each existing and future holder of
Permitted Prior Liens:




(a) that the holders of Obligations in respect of such Series of Permitted ABL
Debt are bound by the provisions of this Agreement and the ABL Intercreditor
Agreement; and




(b) consenting to the performance of, and directing the collateral agent or
other representative with respect to such Series of Permitted ABL Debt to perform,
its obligations under this Agreement and the ABL Intercreditor Agreement.



“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and any
successor to its rating agency business.



“Mortgage” means a mortgage or deed of trust substantially in the form of Exhibit E with such
modifications as may be required by local law, as it may be amended, supplemented, restated or
otherwise modified from time to time.



“Mortgaged Property” means each parcel of real property owned in fee simple by the Company or
any Guarantor required to be mortgaged to the Collateral Trustee, for the benefit of Secured
Parties, including without limitation the properties listed on Schedule 1 (which Schedule shall be
supplemented from time to time to reflect any additional property required to be mortgaged pursuant
to Section 7.3(g)(6)).



“Notes” means, collectively, the First Lien Notes and the Second Lien Notes.



“Obligations” means any principal, interest (including all interest accrued thereon after the
commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable
post-default rate, specified in the Secured Debt Documents, even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding), penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.



“Officers’ Certificate” means a certificate with respect to compliance with a condition or
covenant provided for in this Agreement, signed on behalf of the Company by two officers of the
Company, one of whom must be the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Company, including:




(1) a statement that the Person making such certificate has read such covenant or
condition;




(2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate are based;




(3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and




(4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.



“Original Issue Date” means July 31, 2009.



“Permitted ABL Debt” means:




(1) Indebtedness (including letters of credit and reimbursement obligations with
respect thereto) incurred by the Company or any of its Restricted Subsidiaries secured by
Permitted ABL Liens that was permitted to be incurred and so secured under each applicable
Secured Debt Document; provided, that on or before the date on which such Indebtedness is
incurred by the Company or any Restricted Subsidiary:




(a) such Indebtedness is designated by the Company, in an Officers’ Certificate
delivered to each Priority Lien Representative and the Collateral Trustee, as
“Permitted ABL Debt” for the purposes of the Secured Debt Documents; provided that
no Series of Secured Debt may be designated as both (i) Permitted ABL Debt and
Priority Lien Debt or (ii) Permitted ABL Debt and Junior Lien Debt;




(b) such Indebtedness is incurred by the Company or any Guarantor, such
Indebtedness (i) is governed by a credit agreement or other agreement that includes
a Lien Sharing and Priority Confirmation and (ii) the collateral agent or other
representative with respect to such Indebtedness, the Collateral Trustee, the
Company and each applicable Guarantor, has duly executed and delivered an ABL
Intercreditor Agreement; and




(2) Hedging Obligations of the Company incurred to hedge or manage interest rate risk
in accordance with the terms of the Secured Debt Documents; provided that:




(a) on or before the date on which such Hedging Obligations are entered into by
the Company, such Hedging Obligations are designated by the Company, in an Officers’
Certificate delivered to each Priority Lien Representative, Junior Lien
Representative and the Collateral Trustee, as “Permitted ABL Debt” for the purposes
of the Secured Debt Documents; provided that no Series of Secured Debt may be
designated as both (i) Permitted ABL Debt and Priority Lien Debt or (ii) Permitted
ABL Debt and Junior Lien Debt; and




(b) the counterparty in respect of such Hedging Obligations, in its capacity as
a holder or beneficiary of such Permitted ABL Lien, executes and delivers a
Collateral Trust Joinder in accordance with Section 3.8(a) or otherwise becomes (or
the associated ABL Liens otherwise become) subject to the terms of this Agreement.



“Permitted ABL Debt Obligations” means Permitted ABL Debt and all other Obligations in respect
thereof.



“Permitted ABL Liens” means Liens granted to the collateral agent under any Permitted ABL Debt
facility, at any time, upon (i) ABL Collateral of the Company or any Guarantor, (ii) current assets
of any foreign or domestic Subsidiary that is not a Guarantor or (iii) Collateral other than ABL
Collateral, which Liens in the case of this clause (iii) are junior in priority to all Priority
Liens and Junior Liens on the terms set forth in the ABL Intercreditor Agreement, in each case to
secure Permitted ABL Debt Obligations.



“Permitted Liens” has the meaning assigned to it in the First Lien Indenture or the Second
Lien Indenture, as the context requires.



“Permitted Prior Liens” means:




(1) Liens described in clauses (5), (6), (8), (10), (15), (25), (26) and (30) of the
definition of “Permitted Liens” under the First Lien Indenture; and




(2) Permitted Liens that arise by operation of law and are not voluntarily granted, to
the extent entitled by law to priority over the Liens created by the Security Documents.



“Permitted Securitization Program” means any receivables securitization program (including the
program established under the Receivables Facility) pursuant to which the Company or any of its
Subsidiaries sells, conveys or otherwise transfers any accounts receivable, whether now existing or
arising in the future, and any assets related thereto that are customarily transferred or in
respect of which security interests are customarily granted in connection with asset securitization
transactions involving accounts receivable (including, without limitation, all collateral securing
accounts receivable, all contracts and all guarantees or other obligations in respect of accounts
receivable and all proceeds of accounts receivable); provided, however, that a receivables
securitization program shall be deemed not to be a “Permitted Securitization Program” hereunder to
the extent that such program was not permitted by the terms of the Secured Debt Documents to be a
“Permitted Securitization Program” (or equivalent term).



“Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



“Plan” has the meaning assigned to it in the First Lien Indenture.



“Priority Lien” means a Lien granted by a Security Document to the Collateral Trustee, at any
time, upon any property of the Company or any Guarantor to secure Priority Lien Obligations, and
that is:




(1) with respect to Collateral other than ABL Collateral, senior in priority to all
Junior Liens and Permitted ABL Liens, if any;




(2) with respect to ABL Collateral, junior in priority to all Permitted ABL Liens, if
any, and senior in priority to all Junior Liens; and




(3) pari passu with all other Liens to secure Priority Lien Obligations.



“Priority Lien Debt” means:




(1) the First Lien Notes issued by the Company on the Original Issue Date;




(2) additional notes issued under any indenture or other Indebtedness (including
letters of credit and reimbursement obligations with respect thereto) of the Company that is
secured Equally and Ratably with the First Lien Notes by a Priority Lien that was permitted
to be incurred and so secured under each applicable Secured Debt Document; provided, in the
case of any additional notes or other Indebtedness referred to in this clause (2), that:




(a) on or before the date on which such additional notes were issued or
Indebtedness is incurred by the Company, such additional notes or other
Indebtedness, as applicable, is designated by the Company as “Priority Lien Debt”
for the purposes of the Secured Debt Documents in an Additional Secured Debt
Designation executed and delivered in accordance with Section 3.8(a); provided, that
no Series of Secured Debt may be designated as both (i) Priority Lien Debt and
Junior Lien Debt or (ii) Priority Lien Debt and Permitted ABL Debt;




(b) the Priority Lien Representative for such Indebtedness executes and
delivers a Collateral Trust Joinder in accordance with Section 3.8(b) (unless the
Priority Lien Representative for the holders of such Indebtedness is already a party
hereunder in a manner that applies to the holders of such Indebtedness);




(c) such additional notes or other Indebtedness is governed by an indenture or
a credit agreement, as applicable, or other agreement that includes a Lien Sharing
and Priority Confirmation; and




(d) all other requirements set forth in this Agreement, including Section 3.8,
as to the confirmation, grant or perfection of the Collateral Trustee’s Liens to
secure such Indebtedness or Obligations in respect thereof are satisfied (and the
satisfaction of such requirements will be conclusively established if the Company
delivers to the Collateral Trustee an Officers’ Certificate stating that such
requirements and other provisions have been satisfied and that such notes or such
Indebtedness is “Priority Lien Debt”); and




(3) Hedging Obligations of the Company incurred to hedge or manage interest rate risk
in accordance with the terms of the Secured Debt Documents; provided that:




(a) on or before the date on which such Hedging Obligations are incurred by the
Company, such Hedging Obligations are designated by the Company as “Priority Lien
Debt” for the purposes of the Secured Debt Documents in an Additional Secured Debt
Designation executed and delivered in accordance with Section 3.8(b); provided, that
no Series of Secured Debt may be designated as both (i) Priority Lien Debt and
Junior Lien Debt or (ii) Priority Lien Debt and Permitted ABL Debt;




(b) the counterparty in respect of such Hedging Obligations, in its capacity as
a holder or beneficiary of such Priority Lien, executes and delivers a Collateral
Trust Joinder in accordance with Section 3.8(a) or otherwise becomes (or the
associated Priority Liens otherwise become) subject to the terms of this Agreement;
and




(c) all other requirements set forth in this Agreement, including Section 3.8,
have been complied with (and the satisfaction of such requirements will be
conclusively established if the Company delivers to the Collateral Trustee an
Officers’ Certificate stating that such requirements and other provisions have been
satisfied and that such Hedging Obligations are “Priority Lien Debt”).



“Priority Lien Documents” means the First Lien Indenture and any additional indenture, Credit
Facility or other agreement pursuant to which any Priority Lien Debt is incurred and the Security
Documents (other than any Security Documents that do not secure Priority Lien Obligations).



“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect
of Priority Lien Debt.



“Priority Lien Representative” means:




(1) the First Lien Trustee, in the case of the First Lien Notes; or




(2) in the case of any other Series of Priority Lien Debt, the trustee, agent or
representative of the holders of such Series of Priority Lien Debt who maintains the
transfer register for such Series of Priority Lien Debt and is appointed as a representative
of the Priority Lien Debt (for purposes related to the administration of the Security
Documents) pursuant to the indenture, credit agreement or other agreement governing such
Series of Priority Lien Debt, and who has executed a Collateral Trust Joinder.



“Receivables Facility” means that certain Receivables Purchase Agreement dated as of May 16,
2008 (as such may be amended from time to time) by and among Unisys Funding Corporation I, as the
seller, the financial institutions signatory thereto from time to time, as purchasers, and General
Electric Capital Corporation, as purchaser and as administrative agent for the purchasers,
including any related notes, Guarantees, collateral documents, instruments and agreements executed
in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded,
refinanced in whole or in part or supplemented in whole or in part from time to time to the extent
permitted under the terms of the Secured Debt Documents; provided that prior to and after giving
effect to any such amendment, restatement, modification, renewal, refunding, refinancing or
supplement, such Receivables Facility shall be part of a Permitted Securitization Program.



“Receivables Facility Intercreditor Agreement” means an intercreditor agreement, dated as of
the date hereof, entered into in connection with the Receivables Facility among General Electric
Capital Corporation, as purchaser and as administrative agent for the purchasers, Unisys Funding
Corporation I, as the seller, Unisys Item Processing Services L.L.C., as an originator, the
Company, as an originator and servicer and the Collateral Trustee, as amended, supplemented,
restated, modified, renewed or replaced (whether upon or after termination or otherwise), in whole
or in part from time to time, or any other successor agreement and whether among the same or any
other parties, in each case, in accordance with the terms of the Receivables Facility Intercreditor
Agreement.



“Required Junior Lien Debtholders” means, at any time, the holders of a majority in aggregate
principal amount of all Junior Lien Debt then outstanding, calculated in accordance with the
provisions of Section 7.2. For purposes of this definition, Junior Lien Debt registered in the
name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not
to be outstanding.



“Required Priority Lien Debtholders” means, at any time, the holders of a majority in
aggregate principal amount of all Priority Lien Debt then outstanding, calculated in accordance
with the provisions of Section 7.2. For purposes of this definition, Priority Lien Debt registered
in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be
deemed not to be outstanding.



“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.,
and any successor to its rating agency business.



“Sale of Collateral” means any Asset Sale involving a sale or other disposition of Collateral.



“Second Lien Notes” has the meaning set forth in the recitals.



“Second Lien Indenture” has the meaning set forth in the recitals.



“Second Lien Trustee” has the meaning set forth in the recitals.



“Secured Debt” means Priority Lien Debt and Junior Lien Debt.



“Secured Debt Default” means any event of default (or equivalent thereof) under the terms of
any credit agreement, indenture or other agreement governing any Series of Secured Debt, which
causes, or permits holders of Secured Debt outstanding thereunder to cause, the Secured Debt
outstanding thereunder to become immediately due and payable.



“Secured Debt Documents” means the Priority Lien Documents and the Junior Lien Documents.



“Secured Debt Representative” means each Priority Lien Representative and each Junior Lien
Representative.



“Secured Obligations” means Junior Lien Obligations and Priority Lien Obligations.



“Secured Parties” means the holders of Secured Obligations and the Secured Debt
Representatives.



“Security Documents” means this Agreement, each Lien Sharing and Priority Confirmation, each
Collateral Trust Joinder, the Receivables Facility Intercreditor Agreement, any ABL Intercreditor
Agreement and all security agreements, pledge agreements, mortgages, deeds of trust, collateral
assignments, collateral agency agreements, control agreements or other grants or transfers for
security executed and delivered by the Company or any Guarantor creating (or purporting to create)
a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of the Secured Parties,
in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time
to time, in accordance with its terms and Section 7.2.



“Senior Trust Estate” has the meaning set forth in Section 2.1.



“Series of Junior Lien Debt” means, severally, the Second Lien Notes and any additional notes
or any Credit Facility or other Indebtedness that constitutes Junior Lien Debt for which a single
transfer register is maintained.



“Series of Priority Lien Debt” means, severally, the First Lien Notes and any additional notes
or any Credit Facility or other Indebtedness that constitutes Priority Lien Debt.



“Series of Secured Debt” means each Series of Junior Lien Debt and each Series of Priority
Lien Debt.



“Subsidiary” means, with respect to any specified Person:




(1) any corporation, association, joint venture, limited liability company or other
business entity of which more than 50% of the total voting power of shares of Capital Stock
or membership or other equity interests entitled (without regard to the occurrence of any
contingency and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and




(2) any partnership, a general partner or managing general partner of which is such
Person or a Subsidiary of such Person.



“Title Company” has the meaning set forth in Section 7.3.



“Trust Estates” has the meaning set forth in Section 2.2.



“UCC” means the Uniform Commercial Code as in effect from time to time in any applicable
jurisdiction.



“Unrestricted Subsidiary” has the meaning assigned to it in the First Lien Indenture or the
Second Lien Indenture, as the context requires.



SECTION 1.2 Rules of Interpretation.



(a) All terms used in this Agreement that are defined in Article 9 of the UCC and not
otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.



(b) Unless otherwise indicated, any reference to any agreement or instrument will be deemed to
include a reference to that agreement or instrument as assigned, amended, supplemented, amended and
restated, or otherwise modified and in effect from time to time or replaced in accordance with the
terms of this Agreement.



(c) The use in this Agreement or any of the other Security Documents of the word “include” or
“including,” when following any general statement, term or matter, will not be construed to limit
such statement, term or matter to the specific items or matters set forth immediately following
such word or to similar items or matters, whether or not nonlimiting language (such as “without
limitation” or “but not limited to” or words of similar import) is used with reference thereto, but
will be deemed to refer to all other items or matters that fall within the broadest possible scope
of such general statement, term or matter. The word “will” shall be construed to have the same
meaning and effect as the word “shall.”



(d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections,
clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically
provided. References to “Articles” will be to Articles of this Agreement unless otherwise
specifically provided. References to “Exhibits” will be to Exhibits to this Agreement unless
otherwise specifically provided.



(e) Notwithstanding anything to the contrary in this Agreement, any references contained
herein to any section, clause, paragraph, definition or other provision of the First Lien Indenture
(including any definition contained therein) shall be deemed to be a reference to such section,
clause, paragraph, definition or other provision as in effect on the date of this Agreement;
provided, that any reference to any such section, clause, paragraph or other provision shall refer
to such section, clause, paragraph or other provision of the First Lien Indenture (including any
definition contained therein) as amended or modified from time to time if such amendment or
modification has been (1) made in accordance with the First Lien Indenture and (2) approved by an
Act of the Required Debtholders in a writing delivered to the applicable Priority Lien
Representatives and the Collateral Trustee. Notwithstanding the foregoing, whenever any term used
in this Agreement is defined or otherwise incorporated by reference to the First Lien Indenture,
such reference shall be deemed to have the same effect as if such definition or term had been set
forth herein in full and such term shall continue to have the meaning established pursuant to the
First Lien Indenture notwithstanding the termination or expiration of the First Lien Indenture or
redemption of all Obligations evidenced thereby.



(f) Notwithstanding anything to the contrary in this Agreement, any references contained
herein to any section, clause, paragraph, definition or other provision of the Second Lien
Indenture (including any definition contained therein) shall be deemed to be a reference to such
section, clause, paragraph, definition or other provision as in effect on the date of this
Agreement; provided, that any reference to any such section, clause, paragraph or other provision
shall refer to such section, clause, paragraph or other provision of the Second Lien Indenture
(including any definition contained therein) as amended or modified from time to time if such
amendment or modification has been (1) made in accordance with the Second Lien Indenture and
(2) approved by an Act of Required Debtholders in a writing delivered to the applicable Priority
Lien Representatives and the Collateral Trustee. Notwithstanding the foregoing, whenever any term
used in this Agreement is defined or otherwise incorporated by reference to the Second Lien
Indenture, such reference shall be deemed to have the same effect as if such definition or term had
been set forth herein in full and such term shall continue to have the meaning established pursuant
to the Second Lien Indenture notwithstanding the termination or expiration of the Second Lien
Indenture or redemption of all Obligations evidenced thereby.



(g) This Agreement and the other Security Documents will be construed without regard to the
identity of the party who drafted it and as though the parties participated equally in drafting it.
Consequently, each of the parties acknowledges and agrees that any rule of construction that a
document is to be construed against the drafting party will not be applicable either to this
Agreement or the other Security Documents.



(h) In the event of any conflict between any terms and provisions set forth in this Agreement
and those set forth in any other Security Document, the terms and provisions of this Agreement
shall supersede and control the terms and provisions of such other Security Document.



ARTICLE 2. THE TRUST ESTATES




SECTION 2.1 Declaration of Senior Trust. To secure the payment of the Priority Lien
Obligations and in consideration of the mutual agreements set forth in this Agreement, the Company
and each of the Guarantors hereby grants to the Collateral Trustee, and the Collateral Trustee
hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and
future holders of Priority Lien Obligations, all of such Company’s or Guarantor’s right, title and
interest in, to and under all Collateral granted to the Collateral Trustee under any Security
Document for the benefit of the holders of Priority Lien Obligations, together with all of the
Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all
interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof
and all cash and non-cash proceeds thereof (collectively, the “Senior Trust Estate”).



The Collateral Trustee and its successors and assigns under this Agreement will hold the
Senior Trust Estate in trust for the benefit solely and exclusively of all present and future
holders of Priority Lien Obligations as security for the payment of all present and future Priority
Lien Obligations.



Notwithstanding the foregoing, if at any time:




(1) all Liens securing the Priority Lien Obligations have been released as provided in
Section 4.1;




(2) the Collateral Trustee holds no other property in trust as part of the Senior Trust
Estate;




(3) no monetary obligation (other than indemnification and other contingent obligations
not then due and payable and letters of credit that have been cash collateralized as
provided in clause (3) of the definition of “Discharge of Priority Lien Obligations”) is
outstanding and payable under this Agreement to the Collateral Trustee or any of its
co-trustees or agents (whether in an individual or representative capacity); and




(4) the Company delivers to the Collateral Trustee an Officers’ Certificate stating
that all Priority Liens of the Collateral Trustee have been released in compliance with all
applicable provisions of the Priority Lien Documents and that the Company and the Guarantors
are not required by any Priority Lien Document to grant any Priority Lien upon any property,



then the senior trust arising hereunder will terminate, except that all provisions set forth in
Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or
agents (whether in an individual or representative capacity) will remain enforceable in accordance
with their terms.



The parties further declare and covenant that the Senior Trust Estate will be held and
distributed by the Collateral Trustee subject to the further agreements herein.



SECTION 2.2 Declaration of Junior Trust. To secure the payment of the Junior Lien
Obligations and in consideration of the premises and the mutual agreements set forth herein, the
Company and each of the Guarantors hereby grants to the Collateral Trustee, and the Collateral
Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all
present and future holders of Junior Lien Obligations, all of such Company’s or Guarantor’s right,
title and interest in, to and under all Collateral granted to the Collateral Trustee under any
Security Document for the benefit of the holders of Junior Lien Obligations, together with all of
the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all
interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof
and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together
with the Senior Trust Estate, the “Trust Estates”).



The Collateral Trustee and its successors and assigns under this Agreement will hold the
Junior Trust Estate in trust for the benefit solely and exclusively of all present and future
holders of Junior Lien Obligations as security for the payment of all present and future Junior
Lien Obligations.



Notwithstanding the foregoing, if at any time:




(1) all Liens securing the Junior Lien Obligations have been released as provided in
Section 4.1;




(2) the Collateral Trustee holds no other property in trust as part of the Junior Trust
Estate;




(3) no monetary obligation (other than indemnification and other contingent obligations
not then due and payable and letters of credit that have been cash collateralized as
provided in clause (3) of the definition of “Discharge of Priority Lien Obligations”) is
outstanding and payable under this Agreement to the Collateral Trustee or any of its
co-trustees or agents (whether in an individual or representative capacity); and




(4) the Company delivers to the Collateral Trustee an Officers’ Certificate stating
that all Junior Liens of the Collateral Trustee have been released in compliance with all
applicable provisions of the Junior Lien Documents and that the Company and the Guarantors
are not required by any Junior Lien Document to grant any Junior Lien upon any property,



then the junior trust arising hereunder will terminate, except that all provisions set forth in
Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or
agents (whether in an individual or representative capacity) will remain enforceable in accordance
with their terms.



The parties further declare and covenant that the Junior Trust Estate will be held and
distributed by the Collateral Trustee subject to the further agreements herein.



SECTION 2.3 Priority of Liens. Notwithstanding (1) anything else contained herein or
in any other Security Document, (2) the time of incurrence of any Series of Secured Debt; (3) the
order or method of attachment or perfection of any Liens securing any Series of Secured Debt;
(4) the time or order of filing or recording of financing statements or other documents filed or
recorded to perfect any Lien upon any Collateral; (5) the time of taking possession or control over
any Collateral; (6) that any Priority Lien may not have been perfected or may be or have become
subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for
determining priority under any law governing relative priorities of Liens, it is the intent of the
parties that:




(a) this Agreement and the other Security Documents create two separate and distinct
Trust Estates and Liens: the Senior Trust Estate and Priority Lien securing the payment and
performance of the Priority Lien Obligations and the Junior Trust Estate and Junior Lien
securing the payment and performance of the Junior Lien Obligations; and




(b) all Junior Liens at any time granted by the Company or any Guarantor will be
subject and subordinate to all Priority Liens securing the Priority Lien Obligations.



The provisions described in this Section 2.3 are intended for the benefit of, and will be
enforceable as a third party beneficiary by, each present and future holder of Secured Obligations,
each present and future holder of Priority Lien Obligations, each present and future Priority Lien
Representative and the Collateral Trustee as holder of Priority Liens.



SECTION 2.4 Restrictions on Enforcement of Junior Liens.



(a) Until the Discharge of Priority Lien Obligations, the holders of the First Lien Notes and
the holders of other Priority Lien Obligations will have, subject to (i) the exceptions set forth
below in clauses (1) through (4), (ii) the rights of holders of Permitted Prior Liens, and (iii) if
any Permitted ABL Debt has been incurred, the terms of the ABL Intercreditor Agreement, the
exclusive right to authorize and direct the Collateral Trustee with respect to the Security
Documents and the Collateral (including, without limitation, the exclusive right to authorize or
direct the Collateral Trustee to enforce, collect or realize on any Collateral or exercise any
other right or remedy with respect to the Collateral) and the provisions of the Security Documents
relating thereto may not, and none of the Second Lien Trustee, any other Junior Lien
Representative, the holders of the Second Lien Notes or the holders of other Junior Lien
Obligations, if any, may, authorize or direct the Collateral Trustee with respect to such matters.
Notwithstanding the foregoing, the Second Lien Trustee or other Junior Lien Representative and the
holders of the Second Lien Notes or other holders of Junior Lien Obligations may, subject to the
rights of the holders of Permitted Prior Liens, direct the Collateral Trustee with respect to
Collateral:




(1) without any condition or restriction whatsoever, at any time after the Discharge of
Priority Lien Obligations;




(2) as necessary to redeem any Collateral in a creditor’s redemption permitted by law
or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of
Priority Lien Obligations) any right to claim, take or receive proceeds of Collateral
remaining after the Discharge of Priority Lien Obligations in the event of foreclosure or
other enforcement of any Permitted Prior Lien;




(3) as necessary to perfect or establish the priority (subject to Priority Liens and
Permitted Prior Liens) of the Junior Liens upon any Collateral, provided that, unless
otherwise agreed to by the Collateral Trustee in the Security Documents, the holders of
Junior Lien Obligations may not require the Collateral Trustee to take any action to perfect
any Collateral through possession or control other than the Collateral Trustee agreeing
pursuant to Section 7.4 that the Collateral Trustee, as agent for the benefit of the
Priority Lien holders, agrees to act as agent for the Collateral Trustee for the benefit of
the Junior Lien Holders; or




(4) as necessary to create, prove, preserve or protect (but not enforce) the Junior
Liens upon any Collateral.



(b) Both before and during an Insolvency or Liquidation Proceeding, until the Discharge of
Priority Lien Obligations, none of the holders of Second Lien Notes or other Junior Lien
Obligations, the Collateral Trustee (unless acting pursuant to an Act of Required Debtholders) or
any Junior Lien Representative will be permitted to:




(1) request judicial relief, in an Insolvency or Liquidation Proceeding or in any other
court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any
right or remedy otherwise available to the holders of Priority Lien Obligations in respect
of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien
or subordinate the Priority Liens to the Junior Liens or grant the Junior Liens equal
ranking to the Priority Liens;




(2) oppose or otherwise contest any motion for relief from the automatic stay or from
any injunction against foreclosure or enforcement of Priority Liens made by any holder of
Priority Lien Obligations or any Priority Lien Representative in any Insolvency or
Liquidation Proceeding;




(3) oppose or otherwise contest any lawful exercise by any holder of Priority Lien
Obligations or any Priority Lien Representative of the right to credit bid Priority Lien
Debt at any sale of Collateral in foreclosure of Priority Liens;




(4) oppose or otherwise contest any other request for judicial relief made in any court
by any holder of Priority Lien Obligations or any Priority Lien Representative relating to
the lawful enforcement of any Priority Lien; or




(5) challenge the validity, enforceability, perfection or priority of the Priority
Liens with respect to the Collateral.



Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the
holders of Second Lien Notes or other Junior Lien Obligations or a Junior Lien Representative may
take any actions and exercise any and all rights that would be available to a holder of unsecured
claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding
against the Company or any Guarantor in accordance with applicable law; provided, that no holder of
Second Lien Notes or other Junior Lien Obligations or any Junior Lien Representative will be
permitted to take any of the actions prohibited by clauses (1) through (5) of this Section 2.4(b)
or oppose or contest any order that it has agreed not to oppose or contest under Section 2.8.



(c) At any time prior to the Discharge of Priority Lien Obligations and after (1) the
commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any
Guarantor, (2) failure to make any payment of principal of, premium on, or interest beyond the
applicable grace period, if any (whether at scheduled maturity, upon redemption, acceleration or
otherwise) in respect of (x) the First Lien Notes or (y) any other Priority Lien Debt having (in
the case of this clause (y)) an aggregate principal amount in excess of $50.0 million or (3) the
Collateral Trustee and each Junior Lien Representative have received written notice from any
Priority Lien Representative at the direction of an Act of Priority Lien Debtholders stating that
(A) such Series of Priority Lien Debt has become due and payable in full and has not been paid
(whether at maturity, upon acceleration or otherwise) or (B) the holders of Priority Liens securing
such Series of Priority Lien Debt have become entitled under any Priority Lien Document to and
desire to enforce any or all of such Priority Liens by reason of a default under such Priority Lien
Documents, no payment shall be made from the proceeds of Collateral to the Collateral Trustee
(other than distributions to the Collateral Trustee for the benefit of the holders of Priority Lien
Obligations), any Junior Lien Representative or any holder of Second Lien Notes or other Junior
Lien Obligations with respect to Junior Lien Obligations (including, without limitation, payments
and prepayments made for application to Junior Lien Obligations). In addition, at any time prior
to the Discharge of Priority Lien Obligations, no payment shall be made to the Collateral Trustee
(other than distributions to the Collateral Trustee for the benefit of the holders of Priority Lien
Obligations), any Junior Lien Representative or any holder of Second Lien Notes or other Junior
Lien Obligations with respect to Junior Lien Obligations (including, without limitation, payments
and prepayments made for application to Junior Lien Obligations) (i) from the proceeds resulting
from a Sale of Collateral, (ii) from any proceeds resulting from any enforcement action taken by
any holder of Secured Obligations in respect of all or any of the Collateral or (iii) from the
proceeds of Collateral in violation of the Priority Lien Documents.



(d) All proceeds of Collateral received by the Collateral Trustee for the benefit of the
holders of Junior Lien Obligations, any Junior Lien Representative or any holder of Second Lien
Notes or other Junior Lien Obligations in violation of Section 2.4(c) will be held by such Person
for the account of the holders of Priority Liens and remitted to the Collateral Trustee for the
benefit of the holders of Priority Lien Obligations. The Junior Liens will remain attached to and,
subject to Section 2.3, enforceable against all proceeds so held or remitted. All proceeds of
Collateral received by the Collateral Trustee for the benefit of the holders of Junior Lien
Obligations, any Junior Lien Representative or any holder of Second Lien Notes or other Junior Lien
Obligations not in violation of Section 2.4(c) will be received by such Person free from the
Priority Liens and all other Liens except the Junior Liens.




SECTION 2.5 Waiver of Right of Marshalling. 



(a) Prior to the Discharge of Priority Lien Obligations, holders of Second Lien Notes and
other Junior Lien Obligations, each Junior Lien Representative and the Collateral Trustee may not
assert or enforce any right of marshalling accorded to a junior lienholder, as against the holders
of Priority Lien Obligations and the Priority Lien Representatives (in their capacity as priority
lienholders) with respect to the Collateral.



(b) Following the Discharge of Priority Lien Obligations, the holders of Second Lien Notes or
other Junior Lien Obligations and any Junior Lien Representative may assert their right under the
UCC or otherwise to any proceeds remaining following a sale or other disposition of Collateral by,
or on behalf of, the holders of Priority Lien Obligations.




SECTION 2.6 Discretion in Enforcement of Priority Liens. 



(a) Subject to Section 3.3, in exercising rights and remedies with respect to the Collateral,
the Priority Lien Representatives may enforce (or refrain from enforcing) or instruct the
Collateral Trustee to enforce the provisions of the Priority Lien Documents and exercise (or
refrain from exercising) or instruct the Collateral Trustee to exercise remedies thereunder or any
such rights and remedies, all in such order and in such manner as they may determine in the
exercise of their sole and exclusive discretion, including:




(1) the exercise or forbearance from exercise of all rights and remedies in respect of
the Collateral and/or the Priority Lien Obligations;




(2) the enforcement or forbearance from enforcement of any Priority Lien in respect of
the Collateral;




(3) the exercise or forbearance from exercise of rights and powers of a holder of
            shares of stock included in the Senior Trust Estate to the extent provided in the Security
Documents;




(4) the acceptance of the Collateral in full or partial satisfaction of the Priority
Lien Obligations; and




(5) the exercise or forbearance from exercise of all rights and remedies of a secured
lender under the UCC or any similar law of any applicable jurisdiction or in equity.



SECTION 2.7 Discretion in Enforcement of Priority Lien Obligations. Without in any
way limiting the generality of Section 2.6, the holders of First Lien Notes or other Priority Lien
Obligations and the Priority Lien Representatives may, at any time and from time to time, without
the consent of or notice to holders of Second Lien Notes or other Junior Lien Obligations or the
Junior Lien Representatives, without incurring responsibility to holders of Second Lien Notes or
other Junior Lien Obligations and the Junior Lien Representatives and without impairing or
releasing the subordination provided in this Agreement or the obligations hereunder of holders of
Second Lien Notes or other Junior Lien Obligations and the Junior Lien Representatives, do any one
or more of the following:




(1) change the manner, place or terms of payment or extend the time of payment of, or
renew or alter, the Priority Lien Obligations, or otherwise amend or supplement in any
manner the Priority Lien Obligations, or any instrument evidencing the Priority Lien
Obligations or any agreement under which the Priority Lien Obligations are outstanding;




(2) release any Person or entity liable in any manner for the collection of the
Priority Lien Obligations;




(3) release the Priority Lien on any Collateral; and




(4) exercise or refrain from exercising any rights against any Guarantor.



SECTION 2.8 Insolvency or Liquidation Proceedings.



(a) If in any Insolvency or Liquidation Proceeding and prior to the Discharge of Priority Lien
Obligations, the holders of Priority Lien Obligations by an Act of Required Debtholders consent to
any order:




(1) for use of cash collateral;




(2) approving a debtor-in-possession financing secured by a Lien that is senior to or
on a parity with all Priority Liens upon any property of the estate in such Insolvency or
Liquidation Proceeding;




(3) granting any relief on account of Priority Lien Obligations as adequate protection
(or its equivalent) for the benefit of the holders of Priority Lien Obligations in the
Collateral; or




(4) relating to a sale of assets of the Company or any Guarantor that provides, to the
extent the assets sold are to be free and clear of Liens, that all Priority Liens and Junior
Liens will attach to the proceeds of the sale;



then, the holders of Second Lien Notes and other Junior Lien Obligations and the Junior Lien
Representatives, in their capacity as holders or representatives of secured claims, will not oppose
or otherwise contest the entry of such order, so long as none of the holders of Priority Lien
Obligations or any Priority Lien Representative in any respect opposes or otherwise contests any
request made by the holders of Second Lien Notes or other Junior Lien Obligations or a Junior Lien
Representative for the grant to the Collateral Trustee, for the benefit of the holders of Second
Lien Notes and other Junior Lien Obligations and the Junior Lien Representatives, of a junior Lien
upon any property on which a Lien is (or is to be) granted under such order to secure the Priority
Lien Obligations, co-extensive in all respects with, but subordinated (as set forth in Section 2.3)
to, such Lien and all Priority Liens on such property.



Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding,
the holders of Second Lien Notes and other Junior Lien Obligations and the Junior Lien
Representatives may take any actions and exercise any and all rights that would be available to a
holder of unsecured claims, including, without limitation, the commencement of Insolvency or
Liquidation Proceedings against the Company or any Guarantor in accordance with applicable law;
provided, that, no holder of Second Lien Notes or other Junior Lien Obligations or any Junior Lien
Representative will be permitted to take any of the actions prohibited under clauses (1) through
(5) of Section 2.4(b) or oppose or contest any order that it has agreed not to oppose or contest
under clauses (1) through (4) of the preceding paragraph.



(b) No holder of Second Lien Notes or other Junior Lien Obligations or any Junior Lien
Representative may file or prosecute in any Insolvency or Liquidation Proceeding any motion for
adequate protection (or any comparable request for relief) based upon their interest in the
Collateral under the Junior Liens, except that:




(1) they may (A) freely seek and obtain relief granting a junior Lien co-extensive in
all respects with, but subordinated (as set forth in Section 2.3) to, all Liens granted in
such Insolvency or Liquidation Proceeding to, or for the benefit of, the holders of Priority
Lien Obligations; or (B) freely vote on any plan of reorganization or similar dispositive
restructuring plan; and




(2) they may freely seek and obtain any relief upon a motion for adequate protection
(or any comparable relief), without any condition or restriction whatsoever, at any time
after the Discharge of Priority Lien Obligations.



SECTION 2.9 Collateral Shared Equally and Ratably within Class. The parties to this
Agreement agree that the payment and satisfaction of all of the Priority Lien Obligations and
Junior Lien Obligations will be secured Equally and Ratably by the Liens established in favor of
the Collateral Trustee for the benefit of the Secured Parties belonging to such Class. It is
understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among
Secured Parties belonging to different Classes as provided in Section 2.3.



	 	 	 
	ARTICLE 3.OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE

	SECTION 3.1

	 	Undertaking of the Collateral Trustee.
	
 
	 	 






(a) Subject to, and in accordance with, this Agreement, including without limitation Section
5.3, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of
the current and future Secured Parties:




(1) accept, enter into, hold, maintain, administer and enforce all Security Documents,
including all Collateral subject thereto, and all Liens created thereunder, perform its
obligations under the Security Documents and protect, exercise and enforce the interests,
rights, powers and remedies granted or available to it under, pursuant to or in connection
with the Security Documents;




(2) take all lawful and commercially reasonable actions permitted under the Security
Documents that it may deem necessary to protect or preserve its interest in the Collateral
subject thereto and such interests, rights, powers and remedies;




(3) deliver and receive notices pursuant to the Security Documents;




(4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with
respect to, or otherwise exercise or enforce the rights and remedies of a secured party
(including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with
respect to the Collateral under the Security Documents and its other interests, rights,
powers and remedies;




(5) remit as provided in Section 3.4 all cash proceeds received by the Collateral
Trustee from the collection, foreclosure or enforcement of its interest in the Collateral
under the Security Documents or any of its other interests, rights, powers or remedies;




(6) execute and deliver amendments to the Security Documents as from time to time
authorized pursuant to Section 7.1 accompanied by an Officers’ Certificate to the effect
that the amendment was permitted under Section 7.1;




(7) release any Lien granted to it by any Security Document upon any Collateral if and
as required by Section 4.1; and




(8) enter into and perform its obligations and protect, exercise and enforce its
interest, rights, powers and remedies under the Receivables Facility Intercreditor Agreement
and, upon the incurrence of any Permitted ABL Debt by the Company or any Guarantor, the ABL
Intercreditor Agreement.



(b) Each party to this Agreement acknowledges and consents to the undertaking of the
Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this
Agreement applicable to the Collateral Trustee.



(c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral
Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any
action or proceeding against any of the Collateral (other than actions as necessary to prove,
protect or preserve (but not enforce) the Liens securing the Secured Obligations, subject to the
Section 5.9 of this Agreement) unless and until it shall have been directed by written notice of an
Act of Priority Lien Debtholders or Act of Required Debtholders, as applicable, and then only in
accordance with the provisions of this Agreement.



SECTION 3.2 Release or Subordination of Liens. The Collateral Trustee will not
release or subordinate any Lien of the Collateral Trustee or consent to the release or
subordination of any Lien of the Collateral Trustee, except:



(a) as directed by an Act of Required Debtholders accompanied by an Officers’ Certificate to
the effect that the release or subordination was permitted by each applicable Secured Debt
Document;



(b) as required by Article 4;



(c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of
a court of competent jurisdiction;



(d) for the subordination of the Junior Trust Estate and the Junior Liens to the Senior Trust
Estate and the Priority Liens; or



(e) for the subordination of the Liens on the ABL Collateral securing the Secured Obligations
to the Liens on the ABL Collateral securing the Permitted ABL Debt Obligations to the extent
required by the ABL Intercreditor Agreement.



SECTION 3.3 Enforcement of Liens. If the Collateral Trustee at any time receives
written notice stating that any event has occurred that constitutes a default under any Secured
Debt Document entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its
Liens thereunder, the Collateral Trustee will promptly deliver written notice thereof to each
Secured Debt Representative. Thereafter, the Collateral Trustee may await direction by an Act of
Required Debtholders and will act, or decline to act, as directed by an Act of Required
Debtholders, in the exercise and enforcement of the Collateral Trustee’s interests, rights, powers
and remedies in respect of the Collateral or under the Security Documents or applicable law and,
following the initiation of such exercise of remedies, the Collateral Trustee will act, or decline
to act, with respect to the manner of such exercise of remedies as directed by an Act of Required
Debtholders. Unless it has been directed to the contrary by an Act of Required Debtholders, the
Collateral Trustee in any event may (but will not be obligated to) take or refrain from taking such
action with respect to any default under any Secured Debt Document as it may deem advisable and in
the best interest of the holders of Secured Obligations.



SECTION 3.4 Application of Proceeds.



(a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in
connection with any foreclosure, collection or other enforcement of Priority Liens or Junior Liens
granted to the Collateral Trustee in the Security Documents, the proceeds received by the
Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by
the Collateral Trustee in the following order of application:




FIRST, to the payment of all amounts payable under this Agreement on account of the
Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other
liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the
Collateral Trustee in connection with any Security Document;




SECOND, to the repayment of Indebtedness and other Obligations, other than Secured
Debt, secured by a Permitted Prior Lien on the Collateral sold or realized upon, to the
extent that such other Indebtedness or Obligation is to be discharged in connection with
such sale;




THIRD, to the respective Priority Lien Representatives for application to the payment
of all outstanding First Lien Notes and other Priority Lien Debt and any other Priority Lien
Obligations that are then due and payable in such order as may be provided in the Priority
Lien Documents in an amount sufficient to pay in full in cash all outstanding First Lien
Notes and other Priority Lien Debt and all other Priority Lien Obligations that are then due
and payable (including all interest accrued thereon after the commencement of any Insolvency
or Liquidation Proceeding at the rate, including any applicable post-default rate, specified
in the Priority Lien Documents, even if such interest is not enforceable, allowable or
allowed as a claim in such proceeding, and including the discharge or cash collateralization
(at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the
aggregate undrawn amount required for release of Liens under the terms of the applicable
Priority Lien Document) of all outstanding letters of credit constituting Priority Lien
Debt);




FOURTH, to the respective Junior Lien Representatives for application to the payment of
all outstanding Second Lien Notes and other Junior Lien Debt and any other Junior Lien
Obligations that are then due and payable in such order as may be provided in the Junior
Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien
Notes and other Junior Lien Debt and all other Junior Lien Obligations that are then due and
payable (including, to the extent legally permitted, all interest accrued thereon after the
commencement of any Insolvency or Liquidation Proceeding at the rate, including any
applicable post-default rate, specified in the Junior Lien Documents, even if such interest
is not enforceable, allowable or allowed as a claim in such proceeding, and including the
discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn
amount and (2) the percentage of the aggregate undrawn amount required for release of Liens
under the terms of the applicable Junior Lien Document) of all outstanding letters of
credit, if any, constituting Junior Lien Debt);




FIFTH, if Permitted ABL Debt is outstanding, to the agent or other representative of
the Permitted ABL Debt as provided in the ABL Intercreditor Agreement; and




SIXTH, any surplus remaining after the payment in full in cash of the amounts described
in the preceding clauses will be paid to the Company or the applicable Guarantor, as the
case may be, or its successors or assigns, or as a court of competent jurisdiction may
direct.



If the Company incurs Permitted ABL Debt in the future, the foregoing order of application would be
subject to the provisions of the ABL Intercreditor Agreement with respect to ABL Collateral.



(b) If any Junior Lien Representative or any holder of Second Lien Notes or any other Junior
Lien Obligation collects or receives any proceeds with respect of Junior Lien Obligations of such
foreclosure, collection or other enforcement that should have been applied to the payment of the
Priority Lien Obligations and/or Obligations secured by a Permitted Prior Lien in accordance with
Section 3.4(a), whether after the commencement of an Insolvency or Liquidation Proceeding or
otherwise, such Junior Lien Representative or such holder of Second Lien Notes or other Junior Lien
Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for the
account of the holders of the Priority Lien Obligations and/or holders of Obligations secured by a
Permitted Prior Lien, to be applied in accordance with Section 3.4(a). Until so delivered, such
proceeds will be held by that Junior Lien Representative or that holder of Second Lien Notes or
other Junior Lien Obligation, as the case may be, for the benefit of the holders of the Priority
Lien Obligations and/or holders of Obligations secured by a Permitted Prior Lien. This Section
3.4(b) will not apply to payments received by any holder of Junior Lien Obligations if such
payments are not proceeds of realization upon Collateral.



(c) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party
beneficiary by, each present and future holder of Secured Obligations, each present and future
Secured Debt Representative and the Collateral Trustee as holder of Priority Liens and Junior
Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to
deliver a Collateral Trust Joinder including a Lien Sharing and Priority Confirmation to the
Collateral Trustee and each other Secured Debt Representative as provided in Section 3.8 at the
time of incurrence of such Series of Secured Debt.



(d) In connection with the application of proceeds pursuant to Section 3.4(a), except as
otherwise directed by an Act of Required Debtholders, the Collateral Trustee may sell any non-cash
proceeds for cash prior to the application of the proceeds thereof.



SECTION 3.5 Powers of the Collateral Trustee.



(a) The Collateral Trustee is irrevocably authorized and empowered to enter into and perform
its obligations and protect, perfect, exercise and enforce its interest, rights, powers and
remedies under the Security Documents and applicable law and in equity and to act as set forth in
this Article 3 or as requested in any lawful directions given to it from time to time in respect of
any matter by an Act of Priority Lien Debtholders or an Act of Required Debtholders, as applicable,
in accordance with the provisions of this Agreement.



(b) No Secured Debt Representative or holder of Secured Obligations will have any liability
whatsoever for any act or omission of the Collateral Trustee.



SECTION 3.6 Documents and Communications. The Collateral Trustee will permit each
Secured Debt Representative and each holder of Secured Obligations upon reasonable written notice
from time to time to inspect and copy, at the cost and expense of the party requesting such copies,
any and all Security Documents and other documents, notices, certificates, instructions or
communications received by the Collateral Trustee in its capacity as such.



SECTION 3.7 For Sole and Exclusive Benefit of Holders of Secured Obligations. The
Collateral Trustee will accept, hold, administer and enforce all Liens on the Collateral at any
time transferred or delivered to it and all other interests, rights, powers and remedies at any
time granted to or enforceable by the Collateral Trustee and all other property of the Trust
Estates solely and exclusively for the benefit of the current and future holders of current and
future Secured Obligations, and will distribute all proceeds received by it in realization thereon
or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4.



SECTION 3.8 Additional Secured Debt.



(a) The Collateral Trustee will, as trustee hereunder, perform its undertakings set forth in
Section 3.1(a) with respect to each holder of Secured Obligations of a Series of Secured Debt that
is issued or incurred after the date hereof (including any refinancing or replacement of a Series
of Secured Debt) that:




(1) holds Secured Obligations that are identified as Junior Lien Debt or Priority Lien
Debt in accordance with the procedures set forth in Section 3.8(b); and




(2) signs, through its designated Secured Debt Representative identified pursuant to
Section 3.8(b), a Collateral Trust Joinder and delivers the same to the Collateral Trustee
and each other Secured Debt Representative at the time of incurrence of such Series of
Secured Debt.



(b) The Company will be permitted to designate as an additional holder of Secured Obligations
hereunder each Person who is, or who becomes, the registered holder of Junior Lien Debt or the
registered holder of Priority Lien Debt incurred by the Company or any Guarantor after the date of
this Agreement in accordance with the terms of all applicable Secured Debt Documents. The Company
may only effect such designation by delivering to the Collateral Trustee and each Secured Debt
Representative an Additional Secured Debt Designation stating that:




(1) the Company or such Guarantor intends to incur additional Secured Debt (“Additional
Secured Debt”) which will either be (i) Priority Lien Debt permitted by each applicable
Secured Debt Document to be secured by a Priority Lien Equally and Ratably with all
previously existing and future Priority Lien Debt or (ii) Junior Lien Debt permitted by each
applicable Secured Debt Document to be secured with a Junior Lien Equally and Ratably with
all previously existing and future Junior Lien Debt;




(2) specifying the name and address of the Secured Debt Representative for such series
of Additional Secured Debt for purposes of Section 7.7; and




(3) the Company and each Guarantor has duly authorized, executed (if applicable) and
recorded (or caused to be recorded) in each appropriate governmental office all relevant
filings and recordations to ensure that the Additional Secured Debt is secured by the
Collateral in accordance with the Security Documents.



Although the Company shall be required to deliver a copy of each Additional Secured Debt
Designation and each Collateral Trust Joinder to each then existing Secured Debt Representative,
the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust
Joinder to any then existing Secured Debt Representative shall not affect the status of such debt
as Additional Secured Debt if the other requirements of this Section 3.8 are complied with. Each
of the Collateral Trustee and the other then existing Secured Debt Representative shall have the
right to request that the Company provide a copy of any legal opinion of counsel (which may be
provided by internal counsel to the Company) provided to the holders of Additional Secured Debt or
their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and
perfected security interest; provided, however, that such legal opinion or opinions need not
address any collateral of a type or located in a jurisdiction not previously covered by any legal
opinion delivered by or on behalf of the Company. Notwithstanding the foregoing, nothing in this
Agreement will be construed to allow the Company or any Guarantor to incur additional Indebtedness
unless otherwise permitted by the terms of all applicable Secured Debt Documents.



The Security Documents creating or evidencing the Priority Liens and the Junior Liens and
Guarantees for the Priority Lien Obligations and the Junior Lien Obligations shall be in all
material respects the same forms of documents other than with respect to the first lien and the
second lien nature of the Obligations thereunder.



	 	 	 	 	 
	ARTICLE 4.OBLIGATIONS ENFORCEABLE BY THE COMPANY AND THE
	 	OTHER GUARANTORS
	SECTION 4.1

	 	Release of Liens on Collateral.
	 	

	
 
	 	 
	 	







(a) The Collateral Trustee’s Liens upon the Collateral will be released:




(1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt
and all other Secured Obligations that are outstanding, due and payable at the time all of
the Secured Debt is paid in full and discharged and (B) termination or expiration of all
commitments to extend credit under all Secured Debt Documents and the cancellation or
termination or cash collateralization (at the lower of (1) 105% of the aggregate undrawn
amount and (2) the percentage of the aggregate undrawn amount required for release of Liens
under the terms of the applicable Secured Debt Documents) of all outstanding letters of
credit issued pursuant to any Secured Debt Documents;




(2) as to any Collateral that is sold, transferred or otherwise disposed of by the
Company or any Guarantor (including indirectly, by way of a sale or other disposition of
Capital Stock of that Guarantor) to a Person that is not (either before or after such sale,
transfer or disposition) the Company or a Restricted Subsidiary of the Company in a
transaction or other circumstance that is not prohibited by either Section 4.10 of the First
Lien Indenture or by the terms of any other applicable Priority Lien Documents (or, after
the Discharge of Priority Lien Obligations, by the terms of any applicable Junior Lien
Documents, including the Second Lien Indenture), at the time of such sale, transfer or other
disposition or to the extent of the interest sold, transferred or otherwise disposed of;
provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if
the sale or disposition is subject to Section 5.01 of the First Lien Indenture or Section
5.01 of the Second Lien Indenture;




(3) as to a release of Excess Proceeds that remain unexpended after the conclusion of
the Asset Sale Offer conducted in accordance with the Indentures;




(4) as to any accounts receivable and related assets transferred or purportedly
transferred in connection with a Permitted Securitization Program;




(5) as to a release of less than all or substantially all of the Collateral, if consent
to the release of all Priority Liens (or, at any time after the Discharge of Priority Lien
Obligations, consent to the release of all Junior Liens) on such Collateral has been given
by an Act of Required Debtholders; and




(6) as to a release of all or substantially all of the Collateral, if (A) consent to
the release of that Collateral has been given by the requisite percentage or number of
holders of each Series of Secured Debt at the time outstanding as provided for in the
applicable Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate
to the Collateral Trustee certifying that all such necessary consents have been obtained,



and, in each case, upon request of the Company, the Collateral Trustee will execute (with such
acknowledgements and/or notarizations as are required) any such documents as provided by the
Company and deliver evidence of such release to the Company in the form provided by the Company;
provided, however, to the extent the Company requests the Collateral Trustee to deliver evidence of
the release of Collateral in accordance with this Section 4.1(a), the Company will deliver to the
Collateral Trustee an Officers’ Certificate to the effect that no release of Collateral pursuant to
this Section 4.1(a) violated the terms of any Secured Debt Document.



(b) Other than with respect to any release pursuant to clause (5) or (6) of Section 4.1(a) of
the Collateral Trustee agrees for the benefit of the Company and the Guarantors that if the
Collateral Trustee at any time receives:




(1) an Officers’ Certificate stating that (A) the signing officer has read Article 4 of
this Agreement and understands the provisions and the definitions relating hereto, (B) such
officer has made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not the conditions precedent in this Agreement
and all other Secured Debt Documents, if any, relating to the release of the Collateral have
been complied with and (C) in the opinion of such officer, such conditions precedent, if
any, have been complied with; and




(2) the proposed instrument or instruments releasing such Lien as to such property in
recordable form, if applicable;



then the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are
required) and deliver such release to the Company or Guarantors on or before the later of (x) the
date specified in such request for such release and (y) the fifth Business Day after the date of
receipt of the items required by this Section 4.1(b) by the Collateral Trustee.



(c) The Collateral Trustee hereby agrees that:




(1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms
of any such sale, transfer or other disposition require the payment of the purchase price to
be contemporaneous with the delivery of the applicable release, then, at the written request
of and at the expense of the Company or Guarantor, the Collateral Trustee will either (A) be
present at and deliver the release at the closing of such transaction or (B) deliver the
release under customary escrow arrangements that permit such contemporaneous payment and
delivery of the release; and




(2) at any time when a Secured Debt Default under a Series of Secured Debt that
constitutes Junior Lien Debt has occurred and is continuing, promptly after the receipt by
it of any Act of Required Debtholders pursuant to Section 4.1(a)(5), the Collateral Trustee
will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative.



(d) Each Secured Debt Representative hereby agrees that promptly after the receipt by it of
any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt
Representative will deliver a copy of such notice to each registered holder of the Series of
Priority Lien Debt or Series of Junior Lien Debt for which it acts as Secured Debt Representative.



SECTION 4.2 Delivery of Copies to Secured Debt Representatives. The Company will
deliver to each Secured Debt Representative a copy of (i) each Secured Debt Document and (ii) each
Officers’ Certificate delivered to the Collateral Trustee pursuant to Section 4.1(b), together with
copies of all documents delivered to the Collateral Trustee with such Officers’ Certificate.



SECTION 4.3 Collateral Trustee not Required to Serve, File, Register or Record. The
Collateral Trustee is not required to serve, file, register or record any instrument releasing or
subordinating its Liens on any Collateral; provided, however, that if, in connection with any
release pursuant to Article 4 of this Agreement, the Company or any Guarantor shall make a written
demand for a termination statement under Section 9-513(c) of the UCC, the Collateral Trustee shall
comply with the written request of such Company or Guarantor to comply with the requirements of
such UCC provision; provided, further, that the Collateral Trustee must first confirm with the
Secured Debt Representatives that the requirements of such UCC provisions have been satisfied.



SECTION 4.4 Release of Liens in Respect of Notes. The Collateral Trustee’s Liens will
no longer secure the First Lien Notes or the Second Lien Notes, as the case may be, issued under
such First Lien Indenture or Second Lien Indenture or any other Obligations outstanding under the
applicable Indenture, and the right of the holders of the related series of Notes and such
Obligations to the benefits and proceeds of the Collateral Trustee’s Lien on the Collateral will
terminate and be discharged:



(a) upon satisfaction and discharge of the applicable Indenture as set forth under Article 12
of such Indenture;



(b) upon a Legal Defeasance or Covenant Defeasance of all outstanding series of Notes issued
under such Indenture, as set forth under Article 8 thereof;



(c) upon payment in full and discharge of all outstanding series of Notes issued under such
Indenture and all Obligations that are outstanding, due and payable under such Indenture at the
time such Notes are paid in full and discharged; or



(d) in whole or in part, with the consent of the holders of the requisite percentage of the
applicable series of Notes in accordance with Article 9 of the applicable Indenture.



ARTICLE 5. IMMUNITIES OF THE COLLATERAL TRUSTEE




SECTION 5.1 No Implied Duty. The Collateral Trustee will not have any fiduciary
duties nor will it have responsibilities or obligations other than those expressly assumed by it in
this Agreement and the other Security Documents to which it is a party. The Collateral Trustee
will not be required to take any action that is contrary to applicable law or any provision of this
Agreement or the other Security Documents to which it is a party.



SECTION 5.2 Appointment of Agents and Advisors. The Collateral Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in
good faith as it may reasonably require and will not be responsible for any misconduct or
negligence on the part of any of them.



SECTION 5.3 Other Agreements. The Collateral Trustee has accepted and is bound by the
Security Documents executed by the Collateral Trustee as of the date of this Agreement and, as
directed by an Act of Required Debtholders, the Collateral Trustee shall execute additional
Security Documents delivered to it after the date of this Agreement; provided, however, that such
additional Security Documents do not adversely affect the rights, privileges, benefits and
immunities of the Collateral Trustee.  The Collateral Trustee will not otherwise be bound by, or be
held obligated by, the provisions of any credit agreement, indenture or other agreement governing
Secured Debt (other than this Agreement and the other Security Documents to which it is a party).



SECTION 5.4 Solicitation of Instructions.



(a) The Collateral Trustee may at any time solicit written confirmatory instructions, in the
form of an Act of Priority Lien Debtholders or an Act of Required Debtholders, as applicable, an
Officers’ Certificate or an order of a court of competent jurisdiction, as to any action that it
may be requested or required to take, or that it may propose to take, in the performance of any of
its obligations under this Agreement or the other Security Documents.



(b) No written direction given to the Collateral Trustee by an Act of Priority Lien
Debtholders or an Act of Required Debtholders, as applicable, that in the reasonable judgment of
the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon
the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement
and the other Security Documents will be binding upon the Collateral Trustee unless the Collateral
Trustee elects, at its sole option, to accept such direction.



SECTION 5.5 Limitation of Liability. The Collateral Trustee will not be responsible
or liable for any action taken or omitted to be taken by it hereunder or under any other Security
Document, except for its own negligence, bad faith or willful misconduct as determined by a court
of competent jurisdiction.



SECTION 5.6 Documents in Satisfactory Form. The Collateral Trustee will be entitled
to require that all agreements, certificates, opinions, instruments and other documents at any time
submitted to it, including those expressly provided for in this Agreement, be delivered to it in a
form and with substantive provisions reasonably satisfactory to it.



SECTION 5.7 Entitled to Rely. The Collateral Trustee may seek and rely upon, and
shall be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion
or statement of legal counsel, independent consultants and other experts selected by it in good
faith and upon any certification, instruction, notice or other writing delivered to it by the
Company or any Guarantor in compliance with the provisions of this Agreement or delivered to it by
any Secured Debt Representative as to the holders of Secured Obligations for whom it acts, without
being required to determine the authenticity thereof or the correctness of any fact stated therein
or the propriety or validity of service thereof. The Collateral Trustee may act in reliance upon
any instrument comporting with the provisions of this Agreement or any signature reasonably
believed by it to be genuine and may assume that any Person purporting to give notice or receipt or
advice or make any statement or execute any document in connection with the provisions hereof or
the other Security Documents has been duly authorized to do so. To the extent an Officers’
Certificate or opinion of counsel is required or permitted under this Agreement to be delivered to
the Collateral Trustee in respect of any matter, the Collateral Trustee may rely conclusively on an
Officers’ Certificate or opinion of counsel as to such matter and such Officers’ Certificate or
opinion of counsel shall be full warranty and protection to the Collateral Trustee for any action
taken, suffered or omitted by it under the provisions of this Agreement and the other Security
Documents.



SECTION 5.8 Secured Debt Default. The Collateral Trustee will not be required to
inquire as to the occurrence or absence of any Secured Debt Default and will not be affected by or
required to act upon any notice or knowledge as to the occurrence of any Secured Debt Default
unless and until it is directed by an Act of Required Debtholders.



SECTION 5.9 Actions by Collateral Trustee. As to any matter not expressly provided
for by this Agreement or the other Security Documents, the Collateral Trustee will act or refrain
from acting as directed by an Act of Required Debtholders and will be fully protected if it does
so, and any action taken, suffered or omitted pursuant hereto or thereto shall be binding on the
holders of Secured Obligations.



SECTION 5.10 Security or Indemnity in Favor of the Collateral Trustee. The Collateral
Trustee will not be required to advance or expend any funds or otherwise incur any financial
liability in the performance of its duties or the exercise of its powers or rights hereunder unless
it has been provided with security or indemnity reasonably satisfactory to it against any and all
liability or expense which may be incurred by it by reason of taking or continuing to take such
action.



SECTION 5.11 Rights of the Collateral Trustee. In the event there is any bona fide,
good faith disagreement between the other parties to this Agreement or any of the other Security
Documents resulting in adverse claims being made in connection with Collateral held by the
Collateral Trustee and the terms of this Agreement or any of the other Security Documents do not
unambiguously mandate the action the Collateral Trustee is to take or not to take in connection
therewith under the circumstances then existing, or the Collateral Trustee is in doubt as to what
action it is required to take or not to take hereunder or under the other Security Documents, it
will be entitled to refrain from taking any action (and will incur no liability for doing so) until
directed otherwise in writing by a request signed jointly by the parties hereto entitled to give
such direction or by order of a court of competent jurisdiction.



SECTION 5.12 Limitations on Duty of Collateral Trustee in Respect of Collateral.



(a) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the
Collateral Trustee will 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 Collateral Trustee will 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 Liens on the Collateral. The Collateral Trustee will 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 the Collateral Trustee
will 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 Collateral Trustee in good faith.



(b) The Collateral Trustee will 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
any of the Collateral, whether impaired by operation of law or by reason of any action or omission
to act on its part hereunder, except to the extent such action or omission constitutes negligence,
bad faith or willful misconduct on the part of the Collateral 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 or any Guarantor 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. The Collateral Trustee hereby disclaims any representation or
warranty to the present and future holders of the Secured Obligations concerning the perfection of
the Liens granted hereunder or in the value of any of the Collateral.



SECTION 5.13 Assumption of Rights, Not Assumption of Duties. Notwithstanding anything
to the contrary contained herein:




(1) each of the parties thereto will remain liable under each of the Security Documents
(other than this Agreement) to the extent set forth therein to perform all of their
respective duties and obligations thereunder to the same extent as if this Agreement had not
been executed;




(2) the exercise by the Collateral Trustee of any of its rights, remedies or powers
hereunder will not release such parties from any of their respective duties or obligations
under the other Security Documents; and




(3) the Collateral Trustee will not be obligated to perform any of the obligations or
duties of any of the parties thereunder other than the Collateral Trustee.



SECTION 5.14 No Liability for Clean Up of Hazardous Materials. In the event that the
Collateral Trustee is required to acquire title to an asset for any reason, or take any managerial
action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for
the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral
Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the
Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under
any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking
such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or
control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to
any Person for any environmental liability or any environmental claims or contribution actions
under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s
actions and conduct as authorized, empowered and directed hereunder or relating to any kind of
discharge or release or threatened discharge or release of any hazardous materials into the
environment.



ARTICLE 6. RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE




SECTION 6.1 Resignation or Removal of Collateral Trustee. Subject to the appointment
of a successor Collateral Trustee as provided in Section 6.2 and the acceptance of such appointment
by the successor Collateral Trustee:



(a) the Collateral Trustee may resign at any time by giving notice of resignation to each
Secured Debt Representative and the Company; and



(b) the Collateral Trustee may be removed at any time, with or without cause, by an Act of
Required Debtholders.



SECTION 6.2 Appointment of Successor Collateral Trustee.



(a) Upon any resignation or removal of the Collateral Trustee pursuant to Section 6.1, a
successor Collateral Trustee may be appointed by an Act of Required Debtholders, subject to, so
long as no Secured Debt Default has occurred or is continuing, the consent of the Company (which
may not be unreasonably withheld or delayed). If no successor Collateral Trustee has been so
appointed and accepted such appointment within 45 days after the predecessor Collateral Trustee
gave notice of resignation or was removed, the retiring Collateral Trustee may (at the expense of
the Company), at its option, appoint a successor Collateral Trustee, or petition a court of
competent jurisdiction for appointment of a successor Collateral Trustee, which must be a bank or
trust company:




(1) authorized to exercise corporate trust powers;




(2) having a combined capital and surplus of at least $100,000,000; and




(3) maintaining an office in New York, New York.



(b) The Collateral Trustee will fulfill its obligations hereunder until a successor Collateral
Trustee meeting the requirements of this Section 6.2 has accepted its appointment as Collateral
Trustee and the provisions of Section 6.3 have been satisfied.



SECTION 6.3 Succession. When the Person so appointed as successor Collateral Trustee
pursuant Section 6.2 accepts such appointment:




(1) such Person will succeed to and become vested with all the rights, powers,
privileges and duties of the predecessor Collateral Trustee, and the predecessor Collateral
Trustee will be discharged from its duties and obligations hereunder; and




(2) the predecessor Collateral Trustee will (at the expense of the Company) promptly
transfer all Liens and collateral security and other property of the Trust Estates within
its possession or control to the possession or control of the successor Collateral Trustee
and will execute instruments and assignments as may be necessary or reasonably requested by
the successor Collateral Trustee to transfer to the successor Collateral Trustee all Liens,
interests, rights, powers and remedies of the predecessor Collateral Trustee in respect of
the Security Documents or the Trust Estates.



Thereafter the predecessor Collateral Trustee will remain entitled to enforce the immunities
granted to it in Article 5 and the provisions of Sections 7.10 and 7.11.



SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee. Any Person
into which the Collateral Trustee may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Collateral
Trustee shall be a party, or any Person succeeding to the business of the Collateral Trustee shall
be the successor of the Collateral Trustee pursuant to Section 6.3, provided that (i) without the
execution or filing of any paper with any party hereto or any further act on the part of any of the
parties hereto, except where an instrument of transfer or assignment is required by law to effect
such succession, anything herein to the contrary notwithstanding, such Person satisfies the
eligibility requirements specified in clauses (1) through (3) of Section 6.2 and (ii) prior to any
such merger, conversion or consolidation, the Collateral Trustee shall have notified the Company,
each Priority Lien Representative and each Junior Lien Representative thereof in writing.



	 	 	 
	ARTICLE 7.MISCELLANEOUS PROVISIONS

	SECTION 7.1

	 	Amendment.
	
 
	 	 






(a) No amendment or supplement to the provisions of this Agreement or any other Security
Document will be effective without the approval of the Collateral Trustee acting as directed by an
Act of Required Debtholders, except that:




(1) any amendment or supplement that has the effect solely of (i) adding or maintaining
Collateral, securing additional Secured Debt that was otherwise permitted by the terms of
the Secured Debt Documents to be secured by the Collateral or preserving, perfecting or
establishing the priority of the Liens thereon or the rights of the Collateral Trustee
therein, (ii) curing any ambiguity, defect or inconsistency; (iii) providing for the
assumption of the Company’s or any Guarantor’s obligations under any Security Document in
the case of a merger or consolidation or sale of all or substantially all of the Company’s
or such Guarantor’s assets, as applicable; or (iv) making any change that would provide any
additional rights or benefits to the Secured Parties or the Collateral Trustee or that does
not adversely affect the legal rights under the Indentures or any other Secured Debt
Document of any holder of Notes, any other Secured Party or the Collateral Trustee, will, in
each case, become effective when executed and delivered by the Company or any other
applicable Guarantor party thereto and the Collateral Trustee;




(2) no amendment or supplement that reduces, impairs or adversely affects the right of
any holder of Secured Obligations:




(A) to vote its outstanding Secured Debt as to any matter requiring (i) an Act
of Priority Lien Debtholders or an Act of Required Debtholders or (ii) direction by
the Required Priority Lien Debtholders or the Required Junior Lien Debtholders, (or
amends the provisions of this clause (2) or the definition of “Act of Priority Lien
Debtholders,” “Act of Required Debtholders,” “Required Priority Lien Debtholders” or
“Required Junior Lien Debtholders”),




(B) to share, in the order of application described in Section 3.4, in the
proceeds of enforcement of or realization on any Collateral that has not been
released in accordance with the provisions described in Section 4.1, or




(C) to require that Liens securing Secured Obligations be released only as set
forth in the provisions described in Section 4.1,



will become effective without the consent of the requisite percentage or number of holders of each
Series of Secured Debt so affected under the applicable Secured Debt Documents; and




(3) no amendment or supplement that imposes any obligation upon the Collateral Trustee
or any Secured Debt Representative or adversely affects the rights of the Collateral Trustee
or any Secured Debt Representative, respectively, in its individual capacity as such will
become effective without the consent of the Collateral Trustee or such Secured Debt
Representative, respectively.



(b) Notwithstanding Section 7.1(a) but subject to Sections 7.1(a)(2) and 7.1(a)(3):




(1) any Security Document that secures Junior Lien Obligations (but not Priority Lien
Obligations) may be amended or supplemented with the approval of the Collateral Trustee
acting as directed in writing by the Required Junior Lien Debtholders, unless such amendment
or supplement would not be permitted under the terms of this Agreement or the Priority Lien
Documents;




(2) any amendment or waiver of, or any consent under, any provision of this Agreement
or any other Security Document that secures Priority Lien Obligations will apply
automatically to any comparable provision of any comparable Junior Lien Document without the
consent of or notice to any holder of Junior Lien Obligations and without any action by the
Company or any Guarantor, any holder of First Lien Notes or other Priority Lien Obligations
or any holder of Second Lien Notes or other Junior Lien Obligations; and




(3) the Company may direct the Collateral Trustee to amend, supplement, modify,
restate, renew or replace an ABL Intercreditor Agreement; provided that the changes made by
such amendment, supplement, modification, restatement, renewal or replacement, taken
together with all other changes (whenever and however made) from the form of the ABL
Intercreditor Agreement attached as Exhibit D, are not materially adverse to any
holder of Secured Obligations.



(c) The Collateral Trustee will not enter into any amendment or supplement unless it has
received an Officers’ Certificate to the effect that such amendment or supplement will not result
in a breach of any provision or covenant contained in any of the Secured Debt Documents. Prior to
executing any amendment or supplement pursuant to this Section 7.1, the Collateral Trustee will be
entitled to receive an opinion of counsel of the Company (which may be provided by internal counsel
to the Company) to the effect that the execution of such document is authorized or permitted
hereunder, and with respect to amendments adding Collateral, an opinion of counsel of the Company
(which may be provided by internal counsel to the Company) addressing customary perfection, and if
such additional Collateral consists of equity interests of any Person, priority matters with
respect to such additional Collateral (subject to customary qualifications and assumptions).



(d) The holders of Junior Lien Obligations and the Junior Lien Representatives agree that each
Security Document that secures Junior Lien Obligations (but not also securing Priority Lien
Obligations) will include language substantially to the effect of the following:



“Notwithstanding anything herein to the contrary, the lien and security interest granted to
the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by such
Collateral Trustee hereunder are subject to the provisions of the Collateral Trust Agreement, dated
as of July 31, 2009, among the Company, the Guarantors from time to time party thereto, Deutsche
Bank Trust Company Americas, as Trustee under the First Lien Indenture (as defined therein),
Deutsche Bank Trust Company Americas, as Trustee under the Second Lien Indenture (as defined
therein) and Deutsche Bank Trust Company Americas, as Collateral Trustee (as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust
Agreement”). In the event of any conflict between the terms of the Collateral Trust Agreement and
this Agreement, the terms of the Collateral Trust Agreement will govern.”



; provided, however, that if the jurisdiction in which any such Junior Lien Document will be filed
prohibits the inclusion of the language above or would prevent a document containing such language
from being recorded, the Junior Lien Representatives and the Priority Lien Representatives agree,
prior to such Junior Lien Document being entered into, to negotiate in good faith replacement
language stating that the lien and security interest granted under such Junior Lien Document is
subject to the provisions of this Agreement.



SECTION 7.2 Voting. In connection with any matter under this Agreement requiring a
vote of holders of Secured Debt, each Series of Secured Debt will cast its votes in accordance with
the Secured Debt Documents governing such Series of Secured Debt. The amount of Secured Debt to be
voted by a Series of Secured Debt will equal (1) the aggregate principal amount of Secured Debt
held by such Series of Secured Debt (including outstanding letters of credit whether or not then
available or drawn), plus (2) other than in connection with an exercise of remedies, the aggregate
unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such
Series of Secured Debt. Following and in accordance with the outcome of the applicable vote under
its Secured Debt Documents, the Secured Debt Representative of each Series of Secured Debt will
vote the total amount of Secured Debt under that Series of Secured Debt as a block in respect of
any vote under this Agreement. If any series of any Class of Secured Debt consists of Hedging
Obligations, those Hedging Obligations will vote on matters concerning such Class of Secured Debt
in accordance with the applicable Secured Debt Documents.



SECTION 7.3 Further Assurances; Insurance; Real Estate.



(a) The Company and each of the Guarantors will do or cause to be done all acts and things
that may be required, or that the Collateral Trustee from time to time may reasonably request, to
assure and confirm that the Collateral Trustee holds, for the benefit of the holders of Secured
Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any
property or assets that are acquired or otherwise become Collateral after the date hereof), in each
case as contemplated by, and with the Lien priority required under, the Secured Debt Documents.



(b) Upon the reasonable request of the Collateral Trustee or any Secured Debt Representative
at any time and from time to time, the Company and each of the Guarantors will promptly execute,
acknowledge and deliver such additional security documents, instruments, certificates, notices and
other documents, and take such other actions as may be reasonably required, or that the Collateral
Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and
benefits intended to be conferred thereby, in each case as contemplated by the Secured Debt
Documents for the benefit of holders of Secured Obligations.



(c) The Company and the Guarantors will:




(1) keep their properties adequately insured at all times by financially sound and
reputable insurers;




(2) maintain such other insurance, to such extent and against such risks (and with such
deductibles, retentions and exclusions), including fire and other risks insured against by
extended coverage, as is customary with companies in the same or similar businesses
operating in the same or similar locations, including public liability insurance against
claims for personal injury or death or property damage occurring upon, in, about or in
connection with the use of any properties owned, occupied or controlled by them;




(3) maintain such other insurance as may be required by law; and




(4) maintain such other insurance as may be required by the Security Documents.



(d) Upon the request of the Collateral Trustee, the Company and the Guarantors will furnish to
the Collateral Trustee full information as to their property and liability insurance carriers.



(e) All insurance policies required by Sections 7.3(c) (except for the insurance described in
7.3(c)(3)) above will:




(1) provide that, with respect to third party liability insurance, the holders of
Secured Obligations, as a class, shall be named as additional insureds;




(2) name the Collateral Trustee as a loss payee as its interests may appear and
additional insured;




(3) provide that (x) no cancellation or termination of such insurance and (y) no
reduction in the limits of liability of such insurance or other material change shall be
effective until 30 days after written notice is given by the insurers to the Collateral
Trustee of such cancellation, termination, reduction or change;




(4) waive all claims for insurance premiums or commissions or additional premiums or
assessments against the Secured Parties; and




(5) waive any right of the insurers to setoff or counterclaim or to make any other
deductions, whether by way of attachment or otherwise, as against the Secured Parties.



(f) Upon the request of the Collateral Trustee, the Company and the Guarantors will permit the
Collateral Trustee or any of its agents or representatives, at reasonable times and intervals upon
reasonable prior notice during regular business hours, to visit their offices and sites and inspect
any of the Collateral and to discuss matters relating to the Collateral with their respective
officers. The Company and the Guarantors shall, at any reasonable time and from time to time upon
reasonable prior notice during regular business hours, permit the Collateral Trustee or any of its
agents or representatives to examine and make copies of and abstracts from the records and books of
account of the Company and the Guarantors and their respective Subsidiaries, all at the Company’s
expense.



(g) With respect to any fee simple interest in real property of the Company and the Guarantors
that is located in the United States:




(1) Within 90 days of the date hereof, (i) the Collateral Trustee and the issuers of
the title insurance policies (the “Title Company”) being issued in connection with the
Mortgages shall have received fully executed and notarized Mortgages, which Mortgages shall
be in proper form for recording in all appropriate places in all applicable jurisdictions
located in the United States, encumbering the fee interests of the Company and the
Guarantors, as applicable, in the Mortgaged Property and (ii) the Collateral Trustee shall
have received confirmation that the Title Company has accepted the Mortgages for recording.




(2) Within 90 days of the date hereof, (i) the Title Company shall have issued to the
Collateral Trustee, a title insurance policy (or an unconditional marked commitment or
signed pro forma therefor) insuring each Mortgage to be a valid Lien with the priority
described therein (which shall in all events conform to the requirements of this Agreement)
against the Mortgaged Property described therein, free from all Liens except Permitted
Liens, for the full amount stated in the title insurance polices, which amount shall be not
less than the tax assessed value set forth in the applicable appraisals covering the
applicable Mortgaged Property that the Company delivered to the Collateral Trustee prior to
the date hereof; (ii) the Title Company shall have issued such endorsements customarily
issued by the Title Company to each of the policies of title insurance to the extent
available in the relevant jurisdiction at ordinary rates (including, but not limited to,
ALTA comprehensive, access, deletion of arbitration, environmental lien protection, address,
tax map, survey, contiguity, subdivision, doing business, and tax parcel); (iii) the Title
Company shall have received all amounts required to be paid to the Title Company to issue
the title insurance policies referred to in clause (i) above; and (iv) the Collateral
Trustee shall have received copies of the title insurance policies.




(3) Within 90 days of the date hereof, the Collateral Trustee and the Title Company
shall have received ALTA surveys with respect to each Mortgaged Property in form and
substance necessary to induce the Title Company to delete the general survey disclosure
exception and to issue the endorsements identified in Section 7.3(g)(2)(ii).




(4) Within 90 days of the date hereof, the Collateral Trustee shall have received flood
certifications with respect to each Mortgaged Property and evidence of flood insurance with
respect to each Mortgaged Property that is located in a community that participates in the
National Flood Insurance Program, which in all events complies with any applicable
regulations of the Board of Governors of the United States Federal Reserve System.




(5) Within 90 days of the date hereof, the Collateral Trustee shall have received
customary legal opinions relating to the Mortgages containing opinions substantially similar
to those listed on Exhibit F with customary qualifications and assumptions.




(6) With respect to any fee simple interest in any real property located in the United
States having a value of at least $5,000,000 acquired after the date hereof by any of the
Company or any Guarantor, the Company or applicable Guarantor shall as soon as practicable
(but in no event later than 90 days following the date such real property is acquired),
deliver such items as were required to be delivered under the clauses (1) through (5) above.



SECTION 7.4 Perfection of Junior Trust Estate. Solely for purposes of perfecting the
Liens of the Collateral Trustee in its capacity as agent of the holders of Junior Lien Obligations
and the Junior Lien Representatives in any portion of the Junior Trust Estate in the possession or
control of the Collateral Trustee (or its agents or bailees) as part of the Senior Trust Estate
including, without limitation, any instruments, goods, negotiable documents, tangible chattel
paper, electronic chattel paper, certificated securities, money, deposit accounts and securities
accounts, the Collateral Trustee, the holders of Priority Lien Obligations and the Priority Lien
Representatives hereby acknowledge that the Collateral Trustee also holds such property as agent
for the benefit of the Collateral Trustee for the benefit of the holders of Junior Lien Obligations
and the Junior Lien Representatives.



SECTION 7.5 Successors and Assigns.



(a) Except as provided in Section 5.2, the Collateral Trustee may not, in its capacity as
such, delegate any of its duties or assign any of its rights hereunder, and any attempted
delegation or assignment of any such duties or rights will be null and void. All obligations of
the Collateral Trustee hereunder will inure to the sole and exclusive benefit of, and be
enforceable by, each Secured Debt Representative and each present and future holder of Secured
Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary
hereof, and all of their respective successors and assigns.




(b) Neither the Company nor any Guarantor may delegate any of its duties or assign any
of its rights hereunder, and any attempted delegation or assignment of any such duties
or rights will be null and void. All obligations of the Company and the Guarantors
hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the
Collateral Trustee, each Secured Debt Representative and each present and future holder
of Secured Obligations, each of whom will be entitled to enforce this Agreement as a
third-party beneficiary hereof, and all of their respective successors and
assigns.SECTION 7.6  



SECTION 7.6 Delay and Waiver. No failure to exercise, no course of dealing with
respect to the exercise of, and no delay in exercising, any right, power or remedy arising under
this Agreement or any of the other Security Documents will impair any such right, power or remedy
or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy
will preclude any other or future exercise thereof or the exercise of any other right, power or
remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.



SECTION 7.7 Notices. Any communications, including notices and instructions, between
the parties hereto or notices provided herein to be given may be given to the following addresses:




	 	 	 	If to the Collateral Trustee: Deutsche Bank Trust Company Americas





	 	 	 
	60 Wall Street

MS-NYC60-2710

New York, NY 10005

Fax: (732) 578-4635

Attn: Trust and Securities Services

If to the Company or any Guarantor:

	 	









Unisys Corporation







Unisys Way


Blue Bell, PA 19424


Fax: (215) 986-0622, with a copy to
(215) 986-0624


Attn: Treasurer, with a copy to the
General Counsel




If to the First Lien Trustee: Deutsche Bank Trust Company Americas




	 	 	 	60
Wall Street






	 	 	 	MS-NYC60-2710






	 	 	 	New
York, NY 10005






	 	 	 	Fax:
(732) 578-4635






	 	 	 	Attn:
Trust & Securities Services






	 	 	 	With
a copy to:






	 	 	 	Deutsche Bank Trust Company Americas






c/o Deutsche Bank National Trust Company


Trust & Securities Services


25 DeForest Avenue, MS SUM01-0105


Summit, New Jersey 07901


Attn: Corporates Team Deal Manager – Unisys


Tel: 908-608-3191


Fax: 732-578-4635




If to the Second Lien Trustee: Deutsche Bank Trust Company Americas




	 	 	 	60
Wall Street






	 	 	 	MS-NYC60-2710






	 	 	 	New
York, NY 10005






Fax: (732) 578-4635


Attn: Trust & Securities Services




	 	 	 	With
a copy to:






	 	 	 	Deutsche Bank Trust Company Americas






c/o Deutsche Bank National Trust Company


Trust & Securities Services


25 DeForest Avenue, MS SUM01-0105


Summit, New Jersey 07901


Attn: Corporates Team Deal Manager – Unisys


Tel: 908-608-3191


Fax: 732-578-4635



and if to any other Secured Debt Representative, to such address as it may specify by written
notice to the parties named above.



All notices and communications will be faxed to the relevant fax number set forth above or
mailed by first class mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery, to the relevant address set forth above or, as to holders
of Secured Debt, all notices and communications will be sent in the manner specified in the Secured
Debt Documents applicable to such holder. Failure to mail a notice or communication to a holder of
Secured Debt or any defect in it will not affect its sufficiency with respect to other holders of
Secured Debt.



If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



SECTION 7.8 Notice Following Discharge of Priority Lien Obligations. Promptly
following the Discharge of Priority Lien Obligations with respect to one or more Series of Priority
Lien Debt, each Priority Lien Representative with respect to each applicable Series of Priority
Lien Debt that is so discharged will provide written notice of such discharge to the Collateral
Trustee and to each other Secured Debt Representative.



SECTION 7.9 Entire Agreement. This Agreement states the complete agreement of the
parties relating to the undertaking of the Collateral Trustee set forth herein and supersedes all
oral negotiations and prior writings in respect of such undertaking.



SECTION 7.10 Compensation; Expenses. The Company and the Guarantors jointly and
severally agree to pay, promptly upon demand:




(1) such compensation to the Collateral Trustee and its agents as the Company and the
Collateral Trustee may agree in writing from time to time;




(2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents
in the preparation, execution, delivery, filing, recordation, administration or enforcement
of this Agreement or any other Security Document or any consent, amendment, waiver or other
modification relating hereto or thereto;




(3) all reasonable fees, expenses and disbursements of legal counsel and any auditors,
accountants, consultants or appraisers or other professional advisors and agents engaged by
the Collateral Trustee incurred in connection with the negotiation, preparation, closing,
administration, performance or enforcement of this Agreement and the other Security
Documents or any consent, amendment, waiver or other modification relating hereto or thereto
and any other document or matter requested by the Company or any Guarantor;




(4) all reasonable costs and expenses incurred by the Collateral Trustee and its agents
in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens
on the Collateral, including filing and recording fees, expenses and taxes, stamp or
documentary taxes, and search fees;




(5) all other reasonable costs and expenses incurred by the Collateral Trustee and its
agents in connection with the negotiation, preparation and execution of the Security
Documents and any consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby or the exercise of rights or performance of obligations by
the Collateral Trustee thereunder; and




(6) after the occurrence of any Secured Debt Default, all reasonable costs and expenses
incurred by the Collateral Trustee, its agents and any Secured Debt Representative in
connection with the preservation, collection, foreclosure or enforcement of the Collateral
subject to the Security Documents or any interest, right, power or remedy of the Collateral
Trustee or in connection with the collection or enforcement of any of the Secured
Obligations or the proof, protection, administration or resolution of any claim based upon
the Secured Obligations in any Insolvency or Liquidation Proceeding, including all
reasonable fees and disbursements of attorneys, accountants, auditors, consultants,
appraisers and other professionals engaged by the Collateral Trustee, its agents or the
Secured Debt Representatives.



The agreements in this Section 7.10 will survive repayment of all other Secured Obligations and the
removal or resignation of the Collateral Trustee.



SECTION 7.11 Indemnity.



(a) The Company and the Guarantors jointly and severally agree to defend, indemnify, pay and
hold harmless the Collateral Trustee and its Affiliates and each and all of the directors,
officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective
heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and
against any and all Indemnified Liabilities; provided, no Indemnitee will be entitled to
indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified
Liability is found by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee.



(b) All amounts due under this Section 7.11 will be payable upon demand.



(c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth
in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public
policy, each of the Company and the Guarantors will contribute the maximum portion that it is
permitted to pay and satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by Indemnitees or any of them.



(d) Neither the Company nor any Guarantor will ever assert any claim against any Indemnitee,
on any theory of liability, for any lost profits or special, indirect or consequential damages or
(to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages
arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt
Document or any agreement or instrument or transaction contemplated hereby or relating in any
respect to any Indemnified Liability, and the Company and each of the Guarantors hereby forever
waives, releases and agrees not to sue upon any claim for any such lost profits or special,
indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued
and whether or not known or suspected to exist in its favor.



(e) The agreements in this Section 7.11 will survive repayment of all other Secured
Obligations and the removal or resignation of the Collateral Trustee.



SECTION 7.12 Severability. If any provision of this Agreement is invalid, illegal or
unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of
such provision in all other respects and of all remaining provisions, and of such provision in all
other jurisdictions, will not in any way be affected or impaired thereby.



SECTION 7.13 Headings. Section headings herein have been inserted for convenience of
reference only, are not to be considered a part of this Agreement and will in no way modify or
restrict any of the terms or provisions hereof.



SECTION 7.14 Obligations Secured. All obligations of the Company and the Guarantors
set forth in or arising under this Agreement will be Secured Obligations and are secured by all
Liens granted by the Security Documents.



SECTION 7.15 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND
BE USED TO CONSTRUE THIS AGREEMENT.



SECTION 7.16 Consent to Jurisdiction. All judicial proceedings brought against any
party hereto arising out of or relating to this Agreement or any of the other Security Documents
may be brought in any state or federal court of competent jurisdiction in the State, County and
City of New York. By executing and delivering this Agreement, the Company and each Guarantor, for
itself and in connection with its properties, irrevocably:




(1) accepts generally and unconditionally the nonexclusive jurisdiction and venue of
such courts;




(2) waives any defense of forum non conveniens;




(3) agrees that service of all process in any such proceeding in any such court may be
made by registered or certified mail, return receipt requested, to such party at its address
provided in accordance with Section 7.7;




(4) agrees that service as provided in clause (3) above is sufficient to confer
personal jurisdiction over such party in any such proceeding in any such court and otherwise
constitutes effective and binding service in every respect; and




(5) agrees that each party hereto retains the right to serve process in any other
manner permitted by law or to bring proceedings against any party in the courts of any other
jurisdiction.



SECTION 7.17 Waiver of Jury Trial. Each party to this Agreement waives its rights to
a jury trial of any claim or cause of action based upon or arising under this Agreement or any of
the other Security Documents or any dealings between them relating to the subject matter of this
Agreement or the intents and purposes of the other Security Documents. The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this Agreement and the other Security Documents, including contract
claims, tort claims, breach of duty claims and all other common law and statutory claims. Each
party to this Agreement acknowledges that this waiver is a material inducement to enter into a
business relationship, that each party hereto has already relied on this waiver in entering into
this Agreement, and that each party hereto will continue to rely on this waiver in its related
future dealings. Each party hereto further warrants and represents that it has reviewed this
waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be
modified either orally or in writing (other than by a mutual written waiver specifically referring
to this Section 7.17 and executed by each of the parties hereto), and this waiver will apply to any
subsequent amendments, renewals, supplements or modifications of or to this Agreement or any of the
other Security Documents or to any other documents or agreements relating thereto. In the event of
litigation, this Agreement may be filed as a written consent to a trial by the court.



SECTION 7.18 Counterparts. This Agreement may be executed in any number of
counterparts (including by facsimile or electronic transmission), each of which when so executed
and delivered will be deemed an original, but all such counterparts together will constitute but
one and the same instrument.



SECTION 7.19 Effectiveness. This Agreement will become effective upon the execution
of a counterpart hereof by each of the parties hereto on the date hereof and receipt by each party
of written notification of such execution and written or telephonic authorization of delivery
thereof.



SECTION 7.20 Additional Guarantors. The Company will cause each Subsidiary that
becomes a Guarantor or is required by any Secured Debt Document to become a party to this Agreement
to become a party to this Agreement, for all purposes of this Agreement, by causing such Subsidiary
to execute and deliver to the Collateral Trustee a Collateral Trust Joinder, whereupon such
Subsidiary will be bound by the terms hereof to the same extent as if it had executed and delivered
this Agreement as of the date hereof. The Company shall promptly provide each Secured Debt
Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this
Section 7.20; provided, however, that the failure to so deliver a copy of the Collateral Trust
Joinder to any then existing Secured Debt Representative shall not affect the inclusion of such
Person as a Guarantor if the other requirements of this Section 7.20 are complied with.



SECTION 7.21 Continuing Nature of this Agreement. This Agreement, including the
subordination provisions hereof, will be reinstated if at any time any payment or distribution in
respect of any of the Priority Lien Obligations is rescinded or must otherwise be returned in an
Insolvency or Liquidation Proceeding or otherwise by any holder of Priority Lien Obligations or
Priority Lien Representative or any representative of any such party (whether by demand,
settlement, litigation or otherwise). In the event that all or any part of a payment or
distribution made with respect to the Priority Lien Obligations is recovered from any holder of
Priority Lien Obligations or any Priority Lien Representative in an Insolvency or Liquidation
Proceeding or otherwise, such payment or distribution received by any holder of Junior Lien
Obligations or Junior Lien Representative with respect to the Junior Lien Obligations from the
proceeds of any Collateral at any time after the date of the payment or distribution that is so
recovered, whether pursuant to a right of subrogation or otherwise, that Junior Lien Representative
or that holder of a Junior Lien Obligation, as the case may be, will forthwith deliver the same to
the Collateral Trustee, for the account of the holders of the Priority Lien Obligations and other
Obligations secured by a Permitted Prior Lien, to be applied in accordance with Section 3.4. Until
so delivered, such proceeds will be held by that Junior Lien Representative or that holder of a
Junior Lien Obligation, as the case may be, for the benefit of the holders of the Priority Lien
Obligations and other Obligations secured by a Permitted Prior Lien.



SECTION 7.22 Insolvency. This Agreement will be applicable both before and after the
commencement of any Insolvency or Liquidation Proceeding by or against the Company or any
Guarantor. The relative rights, as provided for in this Agreement, will continue after the
commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the
date of the commencement of any such case, as provided in this Agreement.



SECTION 7.23 Rights and Immunities of Secured Debt Representatives. The Secured Debt
Representatives will be entitled to all of the rights, protections, immunities and indemnities set
forth in the Indentures and any future Secured Debt Representative will be entitled to all of the
rights, protections, immunities and indemnities set forth in the credit agreement, indenture or
other agreement governing the applicable Secured Debt with respect to which such Person is acting
or will act as representative, in each case as if specifically set forth herein. In no event will
any Secured Debt Representative be liable for any act or omission on the part of the Company or any
Guarantor or the Collateral Trustee hereunder.



SECTION 7.24 Patriot Act. The parties hereto acknowledge that in accordance with
Section 326 of the USA Patriot Act the Collateral Trustee, like all financial institutions, is
required to obtain, verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The
parties to this Agreement agree that they will provide the Collateral Trustee with such information
as it may request in order for the Collateral Trustee to satisfy the requirements of the USA
Patriot Act.



IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Agreement to
be executed by their respective officers or representatives as of the day and year first above
written.




	 	 	 	UNISYS CORPORATION






By: /s/ Scott A. Battersby

Name: Scott A. Battersby

Title: Vice President and Treasurer





	 	 	 	CONVERGENT, INC.






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Assistant Treasurer





	 	 	 	UNISYS AFRICA HOLDING, INC.






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Assistant Treasurer





	 	 	 	UNISYS AP INVESTMENT COMPANY I






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Assistant Treasurer





	 	 	 	UNISYS CHINA LIMITED






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer

UNISYS DE CENTRO AMERICA, S.A.

By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer

UNISYS DE COLOMBIA, S.A.

By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer



UNISYS DEL PERU L.L.C.




	 	 	 	By:
Unisys Holding Corporation, as its sole member






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer




UNISYS HOLDING CORPORATION




By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer




UNISYS ITEM PROCESSING SERVICES L.L.C.




	 	 	 	By:
Unisys Corporation, as its sole member






By: /s/ Scott A. Battersby

Name: Scott A. Battersby

Title: Vice President and Treasurer




UNISYS JAPAN, LTD.




By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer




UNISYS NPL, INC.




By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer





	 	 	 	UNISYS PHILIPPINES LIMITED






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Assistant Treasurer





	 	 	 	UNISYS PUERTO RICO, INC.






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer




UNISYS PULSEPOINT COMMUNICATIONS




By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer





	 	 	 	UNISYS SOUTH AMERICA L.L.C.






	 	 	 	By:
Unisys Holding Corporation, as its sole member






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Assistant Treasurer





	 	 	 	UNISYS SUDAMERICANA CORPORATION






By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer

UNISYS SUDAMERICANA LTDA.

By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer




	 	 	 	UNISYS TECHNICAL SERVICES L.L.C.






	 	 	 	By:
Unisys Corporation, as its sole member






	 	 	 	By:
/s/ Scott A. Battersby






	 	 	Name:
Scott A. Battersby






	 	 	 	Title: Vice President and Treasurer





UNISYS WORLD SERVICES, INC.




By: /s/ Edward A. Sarkisian

Name: Edward A. Sarkisian

Title: Vice President and Treasurer




UNISYS WORLD TRADE, INC.




By: /s/ Edward A. Sarkisian




	 	 	Name: Edward A. Sarkisian






	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 
	 	 	 	under the First Lien Indenture






	 	 	 	By:
DEUTSCHE BANK NATIONAL TRUST COMPANY






	 	 	 	By:
/s/ Cynthia J. Powell






	 	 	Name: Cynthia J. Powell

Title: Vice President






	 	 	 	By:
/s/ Irina Golovashchuk






	 	 	Name: Irina Golovashchuk

Title: Assistant Vice President






	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
under the Second Lien Indenture






	 	 	 	By:
DEUTSCHE BANK NATIONAL TRUST COMPANY






	 	 	 	By:
/s/ Cynthia J. Powell






	 	 	Name: Cynthia J. Powell

Title: Vice President






	 	 	 	By:
/s/ Irina Golovashchuk






	 	 	Name: Irina Golovashchuk

Title: Assistant Vice President






	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Trustee






	 	 	 	By:
DEUTSCHE BANK NATIONAL TRUST COMPANY






	 	 	 	By:
/s/ Cynthia J. Powell






	 	 	Name: Cynthia J. Powell

Title: Vice President






	 	 	 	By:
/s/ Irina Golovashchuk






	 	 	Name: Irina Golovashchuk

Title: Assistant Vice President





EXHIBIT A

to Collateral Trust Agreement




FORM OF

ADDITIONAL SECURED DEBT DESIGNATION




Reference is made to the Collateral Trust Agreement dated as of July 31, 2009 (as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time, the
“Collateral Trust Agreement”) among Unisys Corporation, a Delaware corporation (the “Company”), the
Guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as Trustee under
the First Lien Indenture (as defined therein), Deutsche Bank Trust Company Americas, as Trustee
under the Second Lien Indenture (as defined therein), the other Secured Debt Representatives from
time to time party thereto and Deutsche Bank Trust Company Americas, as Collateral Trustee.
Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the
Collateral Trust Agreement. This Additional Secured Debt Designation is being executed and
delivered in order to designate additional secured debt as either Priority Lien Debt or Junior Lien
Debt entitled to the benefit of the Collateral Trust Agreement.



The undersigned, the duly appointed [specify title] of the Company hereby certifies on behalf
of the Company that:




(A) [insert name of the Company or Guarantor] intends to incur additional
Secured Debt (“Additional Secured Debt”) which will be [select appropriate
alternative] [Priority Lien Debt permitted by each applicable Secured Debt Document
to be secured by a Priority Lien pari passu with all previously existing and future
Priority Lien Debt] or [Junior Lien Debt permitted by each applicable Secured Debt
Document to be secured with a Junior Lien pari passu with all previously existing
and future Junior Lien Debt] or [Permitted ABL Debt secured with a Permitted ABL
Lien pari passu with all previously existing and future Permitted ABL Debt];




(B) such Additional Secured Debt is permitted by each applicable Secured Debt
Document;




(C) the name and address of the Secured Debt Representative for the Additional
Secured Debt for purposes of Section 7.7 of the Collateral Trust Agreement is:




      



      



	 	 	 
	Telephone:       

	Fax:

	 	     







(D) The Company has caused a copy of this Additional Secured Debt Designation
to be delivered to each existing Secured Debt Representative.



IN WITNESS WHEREOF, the Company has caused this Additional Secured Debt Designation to be duly
executed by the undersigned officer as of       , 20      .



	 	 	 
	UNISYS CORPORATION

	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     






ACKNOWLEDGEMENT OF RECEIPT




The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby
acknowledges receipt of an executed copy of this Additional Secured Debt Designation.




DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Trustee


By: DEUTSCHE BANK NATIONAL TRUST COMPANY



	 	 	 
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     






EXHIBIT B




to Collateral Trust Agreement




FORM OF

COLLATERAL TRUST JOINDER – ADDITIONAL DEBT




Reference is made to the Collateral Trust Agreement dated as of July 31, 2009 (as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time, the
“Collateral Trust Agreement”) among Unisys Corporation, a Delaware corporation (the “Company”), the
Guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as Trustee under
the First Lien Indenture (as defined therein), Deutsche Bank Trust Company Americas, as Trustee
under the Second Lien Indenture (as defined therein), the other Secured Debt Representatives from
time to time party thereto and Deutsche Bank Trust Company Americas, as Collateral Trustee.
Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the
Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant
to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for which the
undersigned is acting as agent being entitled to the benefits of being Additional Secured Debt
under the Collateral Trust Agreement.



1 Joinder. The undersigned,       , a       , (the “New
Representative”) as [trustee, administrative agent] under that certain [describe applicable
indenture, credit agreement or other document governing the Additional Secured Debt] hereby agrees
to become party as [a Junior Lien Representative] [a Priority Lien Representative] [a counterparty
or representative of the Permitted ABL Debt] under the Collateral Trust Agreement for all purposes
thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust
Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement
as of the date thereof.



2. Lien Sharing and Priority Confirmation.



[Option A: to be used if Additional Debt is Priority Lien Debt] The undersigned New
Representative, on behalf of itself and each holder of Obligations in respect of the Series of
Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby
agrees, for the enforceable benefit of all holders of each existing and future Series of Priority
Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other
existing and future Priority Lien Representative and each existing and future holder of Permitted
Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust
Agreement that:




(a) all Priority Lien Obligations will be and are secured Equally and Ratably
by all Priority Liens at any time granted by the Company or any Guarantor to secure
any Obligations in respect of any Series of Priority Lien Debt, whether or not upon
property otherwise constituting collateral for such Series of Priority Lien Debt,
and that all such Priority Liens will be enforceable by the Collateral Trustee for
the benefit of all holders of Priority Lien Obligations Equally and Ratably;




(b) the New Representative and each holder of Obligations in respect of the
Series of Priority Lien Debt for which the undersigned is acting as Priority Lien
Representative are bound by the provisions of the Collateral Trust Agreement,
including the provisions relating to the ranking of Priority Liens and the order of
application of proceeds from the enforcement of Priority Liens; and




(c) the Collateral Trustee shall perform its obligations under the Collateral
Trust Agreement and the other Security Documents. [or]



[Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New
Representative, on behalf of itself and each holder of Obligations in respect of the Series of
Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees,
for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt
and Junior Lien Debt, each existing and future Priority Lien Representative, each other existing
and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens
and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:




(a) all Junior Lien Obligations will be and are secured Equally and Ratably by
all Junior Liens at any time granted by the Company or any Guarantor to secure any
Obligations in respect of any Series of Junior Lien Debt, whether or not upon
property otherwise constituting collateral for such Series of Junior Lien Debt, and
that all such Junior Liens will be enforceable by the Collateral Trustee for the
benefit of all holders of Junior Lien Obligations Equally and Ratably;




(b) the New Representative and each holder of Obligations in respect of the
Series of Junior Lien Debt for which the undersigned is acting as Junior Lien
Representative are bound by the provisions of the Collateral Trust Agreement,
including the provisions relating to the ranking of Junior Liens and the order of
application of proceeds from the enforcement of Junior Liens; and




(c) the Collateral Trustee shall perform its obligations under the Collateral
Trust Agreement and the other Security Documents.



[Option C: to be used if Additional Debt is Permitted ABL Debt] The undersigned New
Representative, on behalf of itself [and each holder of Obligations in respect of the Series of
Permitted ABL Debt for which the undersigned is acting as representative] hereby agrees, for the
enforceable benefit of all holders of each existing and future Series of Secured Debt, each
existing and future Secured Debt Representative and each existing and future holder of Permitted
Prior Liens and as a condition to being treated as Permitted ABL Debt under the Collateral Trust
Agreement that:




(a) that the holders of Obligations in respect of such Series of Permitted ABL
Debt are bound by the provisions of the Collateral Trust Agreement and the ABL
Intercreditor Agreement; and




(b) it consents to the performance of, and directing the collateral agent or
other representative with respect to such Series of Permitted ABL Debt to perform,
its obligations under the Collateral Trust Agreement and the ABL Intercreditor
Agreement.



3. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the
Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.



IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be
executed by their respective officers or representatives as of       , 20      .




	 	 	 	[insert name of the new representative]





	 	 	 
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     






The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to
act as Collateral Trustee for the New Representative and the holders of the Obligations represented
thereby:




DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Trustee


By: DEUTSCHE BANK NATIONAL TRUST COMPANY



	 	 	 
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     






EXHIBIT C




to Collateral Trust Agreement




FORM OF

COLLATERAL TRUST JOINDER – ADDITIONAL GUARANTOR




Reference is made to the Collateral Trust Agreement dated as of      , 2009 (as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time, the
“Collateral Trust Agreement”) among Unisys Corporation, a Delaware corporation (the “Company”), the
Guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as Trustee under
the First Lien Indenture (as defined therein), Deutsche Bank Trust Company Americas, as Trustee
under the Second Lien Indenture (as defined therein), the other Secured Debt Representatives from
time to time party thereto and Deutsche Bank Trust Company Americas, as Collateral Trustee.
Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the
Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant
to Section 7.20 of the Collateral Trust Agreement.



1. Joinder. The undersigned,       , a       , hereby agrees
to become party as a Guarantor under the Collateral Trust Agreement for all purposes thereof on the
terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as
if the undersigned had executed and delivered the Collateral Trust Agreement as of the date
thereof.



2. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the
Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.



IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be
executed by their respective officers or representatives as of       , 20      .




	 	 	 	[      ]





	 	 	 
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     






The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and
agrees to act as Collateral Trustee with respect to the Collateral pledged by the new Guarantor:




	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Trustee






	 	 	 	By:
DEUTSCHE BANK NATIONAL TRUST COMPANY





	 	 	 
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     
	By:

	 	

	 

	 	 
	Name:

Title:

	 	     

     






EXHIBIT D

to Collateral Trust Agreement




FORM OF ABL INTERCREDITOR AGREEMENT




This INTERCREDITOR AGREEMENT (as amended, restated, renewed, extended, supplemented or
otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is
dated as of [      ], 20[      ], and entered into by and among Unisys Corporation, a Delaware
corporation (the “Company”), certain subsidiaries of the Company (the “Guarantors”), [      ],
in its capacity as collateral agent for the ABL Lenders (including its successors and assigns from
time to time, the “ABL Agent”) and Deutsche Bank Trust Company Americas, a banking corporation duly
organized under the laws of the State of New York, in its capacity as collateral trustee (including
its successors and assigns from time to time, the “Collateral Trustee”) for (i) the First Lien
Trustee and the First Lien Noteholders, (ii) the Second Lien Trustee and the Second Lien
Noteholders and (iii) any future Junior Lien Representative, Junior Lien Claimholders, Priority
Lien Representative or Priority Lien Claimholders. As described in more detail in Section 8.10
hereof, this Agreement is intended to be binding on all Claimholders and Secured Debt
Representatives, as well as the ABL Agent and the Collateral Trustee. Capitalized terms used in
this Agreement have the meanings assigned to them in Article I below.



RECITALS




The Company, the Guarantors, the lenders (the “ABL Lenders”) and agents party thereto,
and the ABL Agent, have entered into an [ABL Credit and Guaranty Agreement] dated as of the date
hereof providing for a [revolving credit facility] (as amended, restated, supplemented, modified,
replaced or refinanced from time to time in accordance with the terms hereof, the “ABL Agreement”);



The Company has issued prior to the date hereof (i) the 12 3/4% Senior Secured Notes due 2014
(the “First Lien Notes”) pursuant to an Indenture dated as of July 31, 2009 (as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time, the
“First Lien Indenture”) among the Company, the Guarantors and Deutsche Bank Trust Company Americas,
as first lien trustee (in such capacity and including its successors and assigns from time to time,
the “First Lien Trustee”) and (ii) the 14 1/4% Senior Secured Notes due 2015 (the “Second Lien
Notes”) pursuant to an Indenture dated as of July 31, 2009 (as amended, supplemented, amended and
restated or otherwise modified and in effect from time to time, the “Second Lien Indenture”) among
the Company, the Guarantors and Deutsche Bank Trust Company Americas, as second lien trustee (in
such capacity and including its successors and assigns from time to time, the “Second Lien
Trustee”);



The Company may from time to time enter into other Series of Secured Debt pursuant to the
terms of the Collateral Trust Agreement;



The obligations of the Company and the Guarantors to (i) the ABL Agent and the ABL
Claimholders and (ii) the Secured Debt Representatives and the Secured Debt Claimholders are each
secured by Liens on certain of the assets of the Company and the Guarantors; and



As a condition to the closing of the ABL Agreement, each of the ABL Agent, the Collateral
Trustee, the Secured Debt Representatives and the various Claimholders have agreed to the relative
priority of their respective Liens on the Collateral and certain other rights, priorities and
interests as set forth in this Agreement.



AGREEMENT




In consideration of the foregoing, the mutual covenants and obligations herein set forth
and for other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:




	 	 	 	I DEFINITIONS.





1.1. Defined Terms. As used in the Agreement, the following terms shall have the
following meanings:



“ABL Agent” has the meaning assigned to that term in the preamble to this Agreement.



“ABL Agreement” has the meaning assigned to that term in the recitals to this Agreement.



“ABL Claimholders” means, at any relevant time, the holders of ABL Obligations at that time,
including the ABL Lenders and the agents under the ABL Loan Documents.



“ABL Collateral” has the meaning assigned to that term in the Collateral Trust Agreement, to
the extent that the Collateral Trustee has been granted a lien on such ABL Collateral (junior to
the Lien of the ABL Agent) under the terms of the Secured Debt Documents.



“ABL Collateral Documents” means the [“Collateral Documents” (as defined in the ABL Agreement;
provided that the term “Collateral Documents” as defined in the ABL Agreement shall include this
Agreement)] and any other agreement, document or instrument pursuant to which a Lien is granted
securing any ABL Obligations or under which rights or remedies with respect to such Liens are
governed.



“ABL Default” means an [“Event of Default” (as defined in the ABL Agreement)].



“ABL Lenders” has the meaning assigned to that term in the recitals to this Agreement.



“ABL Loan Documents” means the ABL Agreement, the ABL Collateral Documents and the other
[“Credit Documents” (as defined in the ABL Agreement)] and each of the other agreements, documents
and instruments providing for or evidencing any other ABL Obligation, and any other document or
instrument executed or delivered at any time in connection with any ABL Obligations, including any
intercreditor or joinder agreement among holders of ABL Obligations, to the extent such are
effective at the relevant time, as each may be amended, supplemented, refunded, deferred,
restructured, replaced or refinanced from time to time in whole or in part (whether with the ABL
Agent and ABL Lenders or other agents and lenders or otherwise), in each case in accordance with
the provisions of this Agreement.



“ABL Obligations” means all Obligations outstanding under the ABL Agreement and the other ABL
Loan Documents. “ABL Obligations” shall include (a) all interest accrued or accruing (or which
would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement
of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant
ABL Loan Document whether or not the claim for such interest is allowed as a claim in such
Insolvency or Liquidation Proceeding and (b) all other Obligations that are purported to be secured
under the ABL Collateral Documents so long as the granting of the Liens thereunder was permitted by
the [Security Documents (as defined in the ABL Agreement)].



“ABL Standstill Period” has the meaning set forth in Section 3.2(a)(1).



“Access Period” means for each parcel of Mortgaged Premises the period, after the commencement
of an Enforcement Period, which begins on the day that the ABL Agent provides Collateral Trustee
with the notice of its election to request access pursuant to Section 3.3(b) and ends on the
earliest of (i) the 180th day after the ABL Agent obtains the ability to use, take physical
possession of, remove or otherwise control the use or access to the ABL Collateral located on such
Mortgaged Premises following Enforcement plus such number of days, if any, after the ABL Agent
obtains access to such ABL Collateral that it is stayed or otherwise prohibited by law or court
order from exercising remedies with respect to ABL Collateral located on such Mortgaged Premises or
(ii) the date on which all or substantially all of the ABL Collateral located on such Mortgaged
Premises is sold, collected or liquidated or (iii) the date on which the Discharge of ABL
Obligations occurs.



“Account” means all present and future “accounts” (as defined in Article 9 of the UCC).



“Account Agreements” means any lockbox account agreement, pledged account agreement, blocked
account agreement, securities account control agreement, or any similar deposit or securities
account agreements among the Collateral Trustee and/or ABL Agent and the Company and/or a Guarantor
and the relevant financial institution depository or securities intermediary.



“Agreement” has the meaning set forth in the preamble to this Agreement.



“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.



“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for
the relief of debtors.



“Chattel Paper” means all present and future “chattel paper” (as defined in Article 9 of the
UCC).



“Claimholders” means the ABL Claimholders and each of the Junior Lien Claimholders and
Priority Lien Claimholders.



“Collateral Trust Agreement” means that certain Collateral Trust Agreement dated as of July
31, 2009 by and among the Company, the Grantors party thereto, the First Lien Trustee, the Second
Lien Trustee, the Collateral Trustee and the other parties thereto from time to time, as amended,
restated, supplemented or otherwise modified from time to time.



“Collateral Trustee” has the meaning assigned to that term in the preamble to this Agreement.



“Company” has the meaning assigned to that term in the preamble to this Agreement.



“Deposit Accounts” means all present and future “deposit accounts” (as defined in Article 9 of
the UCC).



“DIP Financing” has the meaning assigned to that term in Section 6.1.



“Discharge of ABL Obligations” means, except to the extent otherwise expressly provided in
Section 5.5:



(1) termination or expiration of all commitments, if any, to extend credit that would
constitute ABL Obligations;



(2) payment in full in cash of the principal of and interest (including interest accruing on
or after the commencement of any Insolvency or Liquidation Proceeding whether or not such interest
would be allowed in such Insolvency or Liquidation Proceeding) on all ABL Obligations (other than
any undrawn letters of credit);



(3) discharge or cash collateralization (in an amount and manner reasonably satisfactory to
the ABL Agent, but in no event exceeding the lower of (A) 105% of the aggregate undrawn amount and
(b) the percentage of the aggregate undrawn amount required for release of Liens under the terms of
the applicable ABL Loan Document) of all letters of credit issued under the ABL Loan Documents and
constituting ABL Obligations; and



(4) payment in full in cash of all other ABL Obligations that are outstanding and unpaid at
the time the Indebtedness constituting such ABL Obligations is paid in full in cash (other than any
obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in
respect of which no claim or demand for payment has been made at such time).



“Discharge of Junior Lien Obligations” means, except to the extent otherwise expressly
provided in Section 5.5:



(1) termination or expiration of all commitments to extend credit that would constitute Junior
Lien Debt;



(2) payment in full in cash of the principal of and interest (including interest accruing on
or after the commencement of any Insolvency or Liquidation Proceeding whether or not such interest
would be allowed in such Insolvency or Liquidation Proceeding) on Junior Lien Obligations (other
than any undrawn letters of credit);



(3) discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn
amount and (b) the percentage of the aggregate undrawn amount required for release of Liens under
the terms of the applicable Junior Lien Document) of all outstanding letters of credit constituting
Junior Lien Debt; and



(4) payment in full in cash of all other Junior Lien Obligations that are outstanding and
unpaid at the time the Junior Lien Debt is paid in full in cash (other than any obligations for
taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which
no claim or demand for payment has been made at such time).



“Discharge of Secured Obligations” means the occurrence of both the Discharge of Junior Lien
Obligations and the Discharge of Priority Lien Obligations.



“Disposition” has the meaning assigned to that term in Section 5.1(b).



“Enforcement” means, collectively or individually for any one of the ABL Agent, the Collateral
Trustee, or any Secured Debt Representative when an ABL Default or a Secured Debt Default, as the
case may be, has occurred and is continuing, any action taken by such Person to repossess, or
exercise any remedies with respect to, any material amount of Collateral or commence the judicial
enforcement of any of the rights and remedies under the ABL Loan Documents or the Secured Debt
Documents or under any applicable law, but in all cases excluding (i) the imposition of a default
rate or late fee and (ii) the collection and application of Accounts or other monies deposited from
time to time in Deposit Accounts or Securities Accounts against the ABL Obligations pursuant to the
ABL Loan Documents; provided, however, the foregoing exclusion set forth in clause
(ii) shall immediately cease to apply upon the earliest of (x) the ABL Agent’s delivery of written
notice to the Company that such exclusion no longer applies, (y) the lapse of ten (10) consecutive
Business Days after an ABL Default in which no [“Revolving Loans” or “Special Agent Advances” are
made and no “Letters of Credit” are issued (in each case, as defined in the ABL Agreement)], and
(z) the termination of [the Revolving Commitments (as such term is defined in the ABL Agreement)
pursuant to Section [      ] (or any other applicable provision) of the ABL Agreement].



“Enforcement Notice” means a written notice delivered, at a time when an ABL Default or
Secured Debt Default has occurred and is continuing, by either the ABL Agent or the Collateral
Trustee to the other such Person announcing that an Enforcement Period has commenced, specifying
the relevant event of default, stating the current balance of the ABL Obligations or the current
balances owing with respect to Junior Lien Obligations and Priority Lien Obligations, as the case
may be, and requesting the current balance owing of the ABL Obligations or Junior Lien Obligations
and Priority Lien Obligations, as the case may be.



“Enforcement Period” means the period of time following the receipt by either the ABL Agent or
the Collateral Trustee of an Enforcement Notice from the other until either (i) in the case of an
Enforcement Period commenced by the Collateral Trustee, the Discharge of Secured Obligations, or
(ii) in the case of an Enforcement Period commenced by the ABL Agent, the Discharge of ABL
Obligations, or (iii) the ABL Agent or the Collateral Trustee (as applicable) agree in writing to
terminate the Enforcement Period.



“First Lien Indenture” has the meaning set forth in the recitals to this Agreement.



“First Lien Noteholder” means, at any relevant time, a Person in whose name a First Lien Note
is registered.



“First Lien Trustee” has the meaning assigned to that term in the recitals to this Agreement.



“Grantors” means the Company, each Guarantor and each other Person that has or may from time
to time hereafter execute and deliver an ABL Collateral Document, Junior Lien Document or Priority
Lien Document as a grantor of a security interest (or the equivalent thereof).



“Guarantor” has the meaning set forth in the preamble to this Agreement.



“Indebtedness” means and includes all Obligations that constitute “Debt,” “Indebtedness”,
“Obligations,” “Liabilities” or any similar term within the meaning of the ABL Agreement or the
Junior Lien Documents or the Priority Lien Documents, as applicable.



“Instruments” means all present and future “instruments” (as defined in Article 9 of the UCC).



“Intercreditor Agreement Joinder” means an agreement substantially in the form of Exhibit A.



“Junior Lien Claimholder” means the holders of any Junior Lien Obligation, at that time,
including the Junior Lien Representatives.



“Junior Lien Mortgages” means a collective reference to each mortgage, deed of trust and other
document or instrument under which a Lien on any real property located in the United States and
owned by any Grantor is granted to secure any Junior Lien Obligations or (except for this Agreement
and the Collateral Trust Agreement) under which rights or remedies with respect to any such Liens
are governed.



“Mortgaged Premises” means any real property which shall now or hereafter be subject to a
Priority Lien Mortgage or Junior Lien Mortgage, as applicable.



“New Agent” has the meaning assigned to that term in Section 5.5.



“New Representative” has the meaning assigned to that term in Section 5.5.



“Obligations” means all obligations of every nature of each Grantor from time to time owed to
any agent or trustee, the ABL Claimholders, the Secured Debt Claimholders or any of them or their
respective Affiliates, in each case under the ABL Loan Documents or the Secured Debt Documents,
whether for principal, interest or payments for early termination of Hedging Obligations, fees,
expenses, indemnification or otherwise and all guarantees of any of the foregoing.



“Pledged Collateral” has the meaning set forth in Section 5.4(a).



“Priority Lien Claimholders” means the holders of any Priority Lien Obligation, at that time,
including the Priority Lien Representatives.



“Priority Lien Mortgages” means a collective reference to each mortgage, deed of trust and
other document or instrument under which a Lien on any real property located in the United States
and owned by any Grantor is granted to secure any Priority Lien Obligations or (except for this
Agreement and the Collateral Trust Agreement) under which rights or remedies with respect to any
such Liens are governed.



“Recovery” has the meaning set forth in Section 6.4.



“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease,
replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such
Indebtedness in whole or in part. For purposes of this definition, the terms “Refinanced” and
“Refinancing” shall have correlative meanings.



“Second Lien Indenture” has the meaning set forth in the recitals to this Agreement.



“Second Lien Noteholder” means, at any relevant time, a Person in whose name a Second Lien
Note is registered.



“Second Lien Trustee” has the meaning assigned to that term in the recitals to this Agreement.



“Secured Debt Claimholders” means, collectively, all Junior Lien Claimholders and Priority
Lien Claimholders.



“Secured Debt Standstill Period” has the meaning set forth in Section 3.1(a).



“Securities Accounts” means all present and future “securities accounts” (as defined in
Article 8 of the UCC), including all monies, “uncertificated securities,” and “securities
entitlements” (as defined in Article 8 of the UCC) contained therein.



“Shared Collateral” means all now owned or hereafter acquired Collateral other than the ABL
Collateral.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York or when the context implies, the Uniform Commercial Code as in effect from time to time in any
other applicable jurisdiction.



1.2. Terms Generally. The definitions of terms in this Agreement shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise:



(a) any definition of or reference to any agreement, instrument or other document herein shall
be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented, modified, renewed or extended;



(b) any reference herein to any Person shall be construed to include such Person’s permitted
successors and assigns;



(c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof;



(d) all references herein to Sections shall be construed to refer to Sections of this
Agreement; and



(e) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.



Terms used in this Agreement but not defined herein shall have the meanings given to such
terms in the Collateral Trust Agreement. Notwithstanding anything to the contrary in this
Agreement, any references contained herein to any section, clause, paragraph, definition or other
provision of the Collateral Trust Agreement (including any definition contained therein) shall be
deemed to be a reference to such section, clause, paragraph, definition or other provision as in
effect on the date of this Agreement; provided, that any reference to any such section,
clause, paragraph or other provision shall refer to such section, clause, paragraph or other
provision of the Collateral Trust Agreement (including any definition contained therein) as amended
or modified from time to time if such amendment or modification has been (1) made in accordance
with the Collateral Trust Agreement and (2) approved in writing by the ABL Agent. Notwithstanding
the foregoing, whenever any term used in this Agreement is defined or otherwise incorporated by
reference to the Collateral Trust Agreement, such reference shall be deemed to have the same effect
as if such definition or term had been set forth herein in full.




	 	 	 	II LIEN PRIORITIES.





2.1. Relative Priorities. Notwithstanding the date, time, method, manner or order of
grant, attachment or perfection of any Liens securing the Secured Obligations granted on the
Collateral or of any Liens securing the ABL Obligations granted on the Collateral and
notwithstanding any provision of the UCC, or any other applicable law or the ABL Loan Documents or
the Secured Debt Documents or any defect or deficiencies in, or failure to perfect, or lapse in
perfection of, or avoidance as a fraudulent conveyance or otherwise of, or the subordination (by
equitable subordination or otherwise) of, the Liens securing the ABL Obligations or Secured
Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of itself and/or the ABL
Claimholders, the Collateral Trustee and each Secured Debt Representative, for itself on behalf of
the respective Secured Debt Claimholders hereby each agrees that:



(a) any Lien of the ABL Agent on the ABL Collateral, whether now or hereafter held by or on
behalf of the ABL Agent or any ABL Claimholder or any agent or trustee therefor, regardless of how
acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall
be senior in all respects and prior to any Lien on the ABL Collateral securing any Secured
Obligations; and



(b) any Lien of the Collateral Trustee or any Secured Debt Representative on the Shared
Collateral, whether now or hereafter held by or on behalf of the Collateral Trustee or any Secured
Debt Representative, any Secured Debt Claimholder or any agent or trustee therefor regardless of
how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise,
shall be senior in all respects and prior to any Liens on the Shared Collateral which may secure
any ABL Obligations.



2.2. Prohibition on Contesting Liens. The ABL Agent, the ABL Claimholders, the
Collateral Trustee, each Secured Debt Representative and the Secured Debt Claimholders, each agrees
that it will not (and hereby waives any right to) contest or support, directly or indirectly, any
other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding),
the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the
ABL Claimholders or any of the Secured Debt Claimholders in all or any part of the Collateral, or
the provisions of this Agreement; provided that nothing in this Agreement shall be
construed to prevent or impair the rights of either the ABL Agent or any ABL Claimholder, the
Collateral Trustee, the Secured Debt Representatives or any Secured Debt Claimholder (a) to enforce
this Agreement, including the provisions of this Agreement relating to the priority of the Liens
securing the Obligations as provided in Sections 2.1, 3.1 and 3.2 and (b) with respect to the
Collateral Trustee, the Secured Debt Representatives and any Secured Debt Claimholder, to enforce
the Collateral Trust Agreement.



2.3. No New Liens. So long as the Discharge of ABL Obligations and the Discharge of
Secured Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against the Company or any other Grantor, the ABL Agent, the ABL Claimholders,
the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each
acknowledge and agree that the Company shall not, and shall not permit any other Grantor to:



(a) grant or permit any additional Liens on any asset or property to secure any ABL
Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure
all of the Secured Obligations; or



(b) grant or permit any additional Liens on any asset or property to secure any Secured
Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure
the ABL Obligations.



To the extent any additional Liens are granted on any asset or property pursuant to this
Section 2.3, the priority of such additional Liens shall be determined in accordance with Section
2.1 (and with respect to priorities among the Junior Liens and Priority Liens, also in accordance
with the terms of the Collateral Trust Agreement). In addition, to the extent that the foregoing
provisions are not complied with for any reason, without limiting any other rights and remedies
available hereunder, the ABL Agent, the Collateral Trustee and each Secured Debt Representative,
agree that any amounts received by or distributed to any of them pursuant to or as a result of
Liens granted or permitted in contravention of this Section 2.3 shall be subject to Section 4.2.




	 	 	 	III ENFORCEMENT.





3.1. Exercise of Remedies – Restrictions on Collateral Trustee, Secured Debt
Representatives and Secured Debt Claimholders.



(a) Until the Discharge of ABL Obligations has occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the
Collateral Trustee, each Secured Debt Representative and each Secured Debt Claimholder:




(1) will not exercise or seek to exercise, directly or indirectly, any rights or remedies
with respect to any ABL Collateral (including the exercise of any right of setoff or any
right under any Account Agreement, landlord waiver or bailee’s letter or similar agreement
or arrangement to which the Collateral Trustee, any Secured Debt Representative or any
Secured Debt Claimholder is a party) or institute any action or proceeding with respect to
such rights or remedies (including any action of foreclosure); provided,
however, that the Collateral Trustee may exercise any or all of such rights or
remedies after a period of at least 180 days has elapsed since the later of: (i) the date
on which a Secured Debt Representative first declares the existence of a Secured Debt
Default and demands the repayment of all the principal amount of any Secured Obligations;
and (ii) the date on which the ABL Agent received notice from the Collateral Trustee of such
declarations of a Secured Debt Default, (the “Secured Debt Standstill Period”);
provided, further, however, that notwithstanding anything herein to
the contrary, in no event shall the Collateral Trustee, any Secured Debt Representative or
any Secured Debt Claimholder exercise any rights or remedies with respect to the ABL
Collateral if, notwithstanding the expiration of the Secured Debt Standstill Period, the ABL
Agent or ABL Claimholders shall have commenced and be diligently pursuing the exercise of
their rights or remedies with respect to all or any material portion of such ABL Collateral
(prompt notice of such exercise to be given to the Collateral Trustee);




(2) will not contest, protest or object to any foreclosure proceeding or action brought by
the ABL Agent or any ABL Claimholder or any other exercise by the ABL Agent or any ABL
Claimholder of any rights and remedies relating to the ABL Collateral, whether under the ABL
Loan Documents or otherwise; and




(3) subject to their rights under clause (a)(1) above and except as may be permitted in
Section 3.1(c), will not object to the forbearance by the ABL Agent or the ABL Claimholders
from bringing or pursuing any Enforcement;




provided, however, that, in the case of (1), (2) and (3) above, the Liens
granted to secure the Secured Obligations shall attach to any proceeds resulting from
actions taken by the ABL Agent or any ABL Claimholder in accordance with this Agreement
after application of such proceeds to the extent necessary to meet the requirements of a
Discharge of ABL Obligations.



(b) Until the Discharge of ABL Obligations has occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the ABL
Agent and the ABL Claimholders shall have the exclusive right, subject to Section 3.1(a), to
enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their
debt) and, subject to Section 5.1, in connection therewith (including voluntary Dispositions of ABL
Collateral by the respective Grantors after an ABL Default) make determinations regarding the
release, disposition, or restrictions with respect to the ABL Collateral without any consultation
with or the consent of the Collateral Trustee, any Secured Debt Representative or any Secured Debt
Claimholder; provided, however, that the Lien securing the Secured Obligations
shall remain on the proceeds (other than those properly applied to the ABL Obligations) of such
Collateral released or disposed of, subject to the relative priorities described in Section 2. In
exercising rights and remedies with respect to the ABL Collateral, the ABL Agent and the ABL
Claimholders may enforce the provisions of the applicable ABL Loan Documents and exercise remedies
thereunder, all in such order and in such manner as they may determine in their reasonable
discretion. Such exercise and enforcement shall include the rights of an agent appointed by them
to sell or otherwise dispose of the ABL Collateral upon foreclosure, to incur reasonable expenses
in connection with such sale or disposition, and to exercise all the rights and remedies of a
secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any
applicable jurisdiction.



(c) Notwithstanding the foregoing, the Collateral Trustee, any Secured Debt Representative and
any Secured Debt Claimholder (unless, as among the Secured Debt Claimholders, the Collateral Trust
Agreement provides to the contrary) may:




(1) file a claim or statement of interest with respect to the Secured Obligations;
provided that an Insolvency or Liquidation Proceeding has been commenced by or
against the Company or any other Grantor;




(2) take any action (not adverse to the priority status of the Liens on the ABL Collateral,
or the rights of the ABL Agent or any ABL Claimholder to exercise remedies in respect
thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any
of the ABL Collateral;




(3) file any necessary responsive or defensive pleadings in opposition to any motion, claim,
adversary proceeding or other pleading made by any Person objecting to or otherwise seeking
the disallowance of the claims of the Secured Debt Claimholders, including any claims
secured by the ABL Collateral, if any, in each case in accordance with the terms of this
Agreement;




(4) file any pleadings, objections, motions or agreements which assert rights or interests
that are available to unsecured creditors of the Grantors arising under either any
Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not
inconsistent with the terms of this Agreement;




(5) vote on any plan of reorganization, file any proof of claim, make other filings and make
any arguments and motions that are, in each case, in accordance with the terms of this
Agreement, with respect to the Secured Obligations and the Collateral;




(6) exercise any of its rights or remedies with respect to any of the ABL Collateral after
the termination of the Secured Debt Standstill Period to the extent permitted by Section
3.1(a)(1); and




(7) make a cash bid on all or any portion of the ABL Collateral in any foreclosure
proceeding or action.



The Collateral Trustee and each Secured Debt Representative, on behalf of itself and/or
its respective Secured Debt Claimholders, agrees that it will not take or receive any ABL
Collateral or any proceeds of such ABL Collateral in connection with the exercise of any right or
remedy (including set-off and recoupment) with respect to any such ABL Collateral in its capacity
as a creditor in violation of this Agreement. Without limiting the generality of the foregoing,
unless and until the Discharge of ABL Obligations has occurred, except as expressly provided in
Sections 3.1(a), 6.3(c)(1) and this Section 3.1(c), the sole right of the Collateral Trustee and
any Secured Debt Representative or any Secured Debt Claimholder with respect to the ABL Collateral
is to hold a Lien (if any) on such ABL Collateral pursuant to the applicable Secured Debt Documents
for the period and to the extent granted therein and to receive a share of the proceeds thereof, if
any, after the Discharge of ABL Obligations has occurred.



(d) Subject to Sections 3.1(a) and (c) and Section 6.3(c)(1):




(1) the Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf
of its respective Secured Debt Claimholders, agrees that it will not take any action that
would hinder any exercise of remedies under the ABL Loan Documents or that is otherwise
prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of
any ABL Collateral, whether by foreclosure or otherwise;




(2) the Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf
of its respective Secured Debt Claimholders, hereby waives any and all rights the Collateral
Trustee, such Secured Debt Representative and the respective Secured Debt Claimholders, as
applicable, may have as a junior lien creditor or otherwise to object to the manner in which
the ABL Agent or the ABL Claimholders seek to enforce or collect the ABL Obligations or the
Liens securing the ABL Obligations granted in any of the ABL Loan Documents or undertaken in
accordance with this Agreement, regardless of whether any action or failure to act by or on
behalf of the ABL Agent or ABL Claimholders is adverse to the interests of the Secured Debt
Claimholders; and




(3) the Collateral Trustee and each Secured Debt Representative hereby acknowledges and
agrees that no covenant, agreement or restriction contained in any Secured Debt Document
(other than this Agreement) shall be deemed to restrict in any way the rights and remedies
of the ABL Agent or the ABL Claimholders with respect to the enforcement of the Liens on the
ABL Collateral as set forth in this Agreement and the ABL Loan Documents.



(e) Notwithstanding anything to the contrary contained in this Agreement, the Collateral
Trustee, the Secured Debt Representatives and Secured Debt Claimholders may exercise rights and
remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or
granted Liens to secure the Secured Obligations, and the Collateral Trustee may exercise rights and
remedies with respect to the Shared Collateral in accordance with the terms of the Secured Debt
Documents and applicable law; provided, however, that in the event that the
Collateral Trustee, any Secured Debt Representative or Secured Debt Claimholder becomes a judgment
Lien creditor in respect of ABL Collateral as a result of its enforcement of its rights as an
unsecured creditor with respect to the Secured Obligations, such judgment Lien shall be subject to
the terms of this Agreement for all purposes (including in relation to the ABL Obligations) as the
other Liens securing the Secured Obligations are subject to this Agreement.



(f) Nothing in this Agreement shall prohibit the receipt by the Collateral Trustee, any
Secured Debt Representative or Secured Debt Claimholder of the required payments of interest,
principal and other amounts owed in respect of its Secured Obligations, so long as such receipt is
not the direct or indirect result of the exercise by Collateral Trustee, such Secured Debt
Representative or Secured Debt Claimholder of rights or remedies as a secured creditor in respect
of the ABL Collateral (including set-off and recoupment) or enforcement in contravention of this
Agreement of any Lien held by any of them. Nothing in this Agreement shall be construed to impair
or otherwise adversely affect any rights or remedies the ABL Agent or the ABL Claimholders may have
against the Grantors under the ABL Loan Documents.



3.2. Exercise of Remedies – Restrictions on ABL Agent and ABL Claimholders.



(a) Until the Discharge of Secured Obligations has occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the ABL
Agent and any ABL Claimholder:




(1) will not exercise or seek to exercise, directly or indirectly, any rights or remedies
with respect to any Shared Collateral (including the exercise of any right of setoff or any
right under any Account Agreement, landlord waiver or bailee’s letter or similar agreement
or arrangement to which the ABL Agent or any ABL Claimholder is a party) or institute any
action or proceeding with respect to such rights or remedies (including any action of
foreclosure); provided, however, the ABL Agent may exercise any or all of
such rights or remedies after the passage of a period of at least 180 days has elapsed since
the later of: (x) the date on which the ABL Agent first declares the existence of any ABL
Default and demands the repayment of all the principal amount of any ABL Obligations; and
(y) the date on which the Collateral Trustee received notice from the ABL Agent of such
declarations of any ABL Default (the “ABL Standstill Period”); provided,
further, however, that notwithstanding anything herein to the contrary, in
no event shall the ABL Agent or any ABL Claimholder exercise any rights or remedies (other
than those under Section 3.3) with respect to the Shared Collateral if, notwithstanding the
expiration of the ABL Standstill Period, the Collateral Trustee, any Secured Debt
Representative or any Secured Debt Claimholder shall have commenced and be diligently
pursuing the exercise of their rights or remedies with respect to all or any material
portion of such Collateral (prompt notice of such exercise to be given to the ABL Agent);




(2) will not contest, protest or object to any foreclosure proceeding or action brought by
the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder or
any other exercise by the Collateral Trustee, any Secured Debt Representative or any Secured
Claimholder of any rights and remedies relating to the Shared Collateral, whether under the
Secured Debt Documents or otherwise; and




(3) subject to their rights under clause (a)(1) above and except as may be permitted in
Section 3.2(c), will not object to the forbearance by the Collateral Trustee, any Secured
Debt Representative or any Secured Debt Claimholder from bringing or pursuing any
Enforcement;




provided, however, that in the case of (1), (2) and (3) above, the Liens
granted to secure the ABL Obligations shall attach to any proceeds resulting from actions
taken by the Collateral Trustee, any Secured Debt Representative and any Secured Debt
Claimholder in accordance with this Agreement after application of such proceeds to the
extent necessary to meet the requirements of a Discharge of Secured Obligations.



(b) Until the Discharge of Secured Obligations has occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the
Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders shall have
the exclusive right, subject to Section 3.2(a), to enforce rights, exercise remedies (including
set-off, recoupment and the right to credit bid their debt) and, subject to Section 5.1, in
connection therewith (including voluntary Dispositions of Shared Collateral by the respective
Grantors after a Secured Debt Default) make determinations regarding the release, disposition, or
restrictions with respect to the Shared Collateral without any consultation with or the consent of
the ABL Agent or any ABL Claimholder; provided, however, that the Lien securing the
ABL Obligations shall remain on the proceeds (other than those properly applied to the Secured
Obligations) of such Collateral released or disposed of subject to the relative priorities
described in Section 2. In exercising rights and remedies with respect to the Shared Collateral,
the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders may
enforce the provisions of the applicable Secured Debt Documents and exercise remedies thereunder,
all in such order and in such manner as they may determine in their reasonable discretion. Such
exercise and enforcement shall include the rights of an agent appointed by them to sell or
otherwise dispose of the Shared Collateral upon foreclosure, to incur reasonable expenses in
connection with such sale or disposition, and to exercise all the rights and remedies of a secured
creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable
jurisdiction.



(c) Notwithstanding the foregoing, the ABL Agent and any ABL Claimholder may:




(1) file a claim or statement of interest with respect to the ABL Obligations;
provided that an Insolvency or Liquidation Proceeding has been commenced by or
against the Company or any other Grantor;




(2) take any action (not adverse to the priority status of the Liens on the Shared
Collateral, or the rights of the Collateral Trustee, any Secured Debt Representative or any
Secured Debt Claimholder to exercise remedies in respect thereof) in order to create,
perfect, preserve or protect (but not enforce) its Lien on any of the Shared Collateral;




(3) file any necessary responsive or defensive pleadings in opposition to any motion, claim,
adversary proceeding or other pleading made by any Person objecting to or otherwise seeking
the disallowance of the claims of the ABL Claimholders, including any claims secured by the
Shared Collateral, if any, in each case, in accordance with terms of this Agreement;




(4) file any pleadings, objections, motions or agreements which assert rights or interests
that are available to unsecured creditors of the Grantors arising under either any
Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not
inconsistent with the terms of this Agreement;




(5) vote on any plan of reorganization, file any proof of claim, make other filings and make
any arguments and motions that are, in each case, in accordance with the terms of this
Agreement, with respect to the ABL Obligations and the Collateral;




(6) exercise any of its rights or remedies with respect to any of the Collateral after the
termination of the ABL Standstill Period, to the extent permitted by Section 3.2(a)(1); and




(7) make a cash bid on all or any portion of the Shared Collateral in any foreclosure
proceeding or action.



The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that it will not take
or receive any Shared Collateral or any proceeds of such Shared Collateral in connection with the
exercise of any right or remedy (including set-off and recoupment) with respect to any such Shared
Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the
generality of the foregoing, unless and until the Discharge of Secured Obligations has occurred,
except as expressly provided in Sections 3.2(a), 6.3(c)(2) and this Section 3.2(c), the sole right
of the ABL Agent or any ABL Claimholder with respect to the Shared Collateral is to hold a Lien (if
any) on such Shared Collateral pursuant to the applicable ABL Loan Documents for the period and to
the extent granted therein and to receive a share of the proceeds thereof, if any, after the
Discharge of Secured Obligations has occurred.



(d) Subject to Sections 3.2(a) and (c) and Sections 3.3 and 6.3(c)(2):




(1) the ABL Agent, on behalf of itself and the ABL Claimholders, agrees that the ABL Agent
and the ABL Claimholders will not take any action that would hinder any exercise of remedies
under the Secured Debt Documents or that is otherwise prohibited hereunder, including any
sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by
foreclosure or otherwise;




(2) the ABL Agent, on behalf of itself and the ABL Claimholders, hereby waives any and all
rights it or the ABL Claimholders may have as a junior lien creditor or otherwise to object
to the manner in which the Collateral Trustee, any Secured Debt Representative or any
Secured Debt Claimholder seeks to enforce or collect the Secured Obligations or the Liens
securing the Shared Collateral granted in any of the Secured Debt Documents or undertaken in
accordance with this Agreement, regardless of whether any action or failure to act by or on
behalf of the Collateral Trustee, the Secured Debt Representatives or Secured Debt
Claimholders is adverse to the interest of the ABL Claimholders; and




(3) the ABL Agent hereby acknowledges and agrees that no covenant, agreement or restriction
contained in any ABL Collateral Document, or any other ABL Loan Document (other than this
Agreement) shall be deemed to restrict in any way the rights and remedies of the Collateral
Trustee, any Secured Debt Representative or any Secured Debt Claimholder with respect to the
enforcement of its Liens on the Shared Collateral as set forth in this Agreement and the
Secured Debt Documents.



(e) Notwithstanding anything to the contrary contained in this Agreement, the ABL Agent and
the ABL Claimholders may exercise rights and remedies as unsecured creditors against the Company or
any other Grantor that has guaranteed or granted Liens to secure the ABL Obligations and the ABL
Agent may exercise rights and remedies with respect to the ABL Collateral in accordance with the
terms of the ABL Loan Documents and applicable law; provided, however, that in the
event that the ABL Agent or any ABL Claimholder becomes a judgment Lien creditor in respect of
Shared Collateral as a result of its enforcement of its rights as an unsecured creditor with
respect to the ABL Obligations, such judgment Lien shall be subject to the terms of this Agreement
for all purposes (including in relation to the Secured Obligations) as the other Liens securing the
ABL Obligations are subject to this Agreement.



(f) Nothing in this Agreement shall prohibit the receipt by the ABL Agent or any ABL
Claimholder of the required payments of interest, principal and other amounts owed in respect of
its ABL Obligations, so long as such receipt is not the direct or indirect result of the exercise
by the ABL Agent or such ABL Claimholder of rights or remedies as a secured creditor in respect of
the Shared Collateral (including set-off or recoupment) or enforcement in contravention of this
Agreement of any Lien held by any of them. Nothing in this Agreement shall be construed to impair
or otherwise adversely affect any rights or remedies the Collateral Trustee, the Secured Debt
Representatives or the Secured Debt Claimholders may have against the Grantors under the Secured
Debt Documents.



3.3. Exercise of Remedies – Collateral Access Rights.



(a) The ABL Agent agrees not to commence Enforcement until an Enforcement Notice has been
given to the Collateral Trustee. Subject to the provisions of Section 3.1, the Collateral Trustee
may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the
ABL Agent to enforce Liens on the ABL Collateral; provided that neither the Collateral
Trustee nor the Secured Debt Claimholders shall interfere with the Enforcement actions of the ABL
Agent with respect to the ABL Collateral.



(b) If the Collateral Trustee or any Secured Debt Representative or any of their respective
agents or representatives, or any third party pursuant to any Enforcement undertaken by the
Collateral Trustee or any Secured Debt Representative, as applicable, or receiver, shall obtain
possession or physical control of any item of Shared Collateral (including without limitation, any
contracts, documents, books, records and other information with respect to the ABL Collateral or
any Mortgaged Premises), the Collateral Trustee or such Secured Debt Representative, as applicable,
shall promptly notify the ABL Agent of that fact and the ABL Agent shall, within ten (10) Business
Days thereafter, notify the Collateral Trustee or the Secured Debt Representative or, if
applicable, any such third party (at such address to be provided by the Collateral Trustee or such
Secured Debt Representative, as applicable, in connection with the applicable Enforcement), as to
whether the ABL Agent desires to exercise access rights under this Agreement for any purpose
permitted under the ABL Loan Documents (including enforcement of rights and remedies), at which
time the parties shall confer in good faith to coordinate with respect to the ABL Agent’s exercise
of such access rights.



(c) The Collateral Trustee agrees not to commence Enforcement until an Enforcement Notice has
been given to the ABL Agent by the Collateral Trustee. Subject to the provisions of Section 3.2,
the ABL Agent may, to the extent permitted by applicable law, join in any judicial proceedings
commenced by the Collateral Trustee to enforce Liens on the Shared Collateral, provided
that neither the ABL Agent nor the ABL Claimholders shall interfere with the Enforcement actions of
the Collateral Trustee with respect to the Shared Collateral.



(d) If the ABL Agent or any of its agents or representatives, or any third party pursuant to
any Enforcement undertaken by the ABL Agent or receiver, shall obtain possession or physical
control of any item of ABL Collateral (including without limitation, any contracts, documents,
books, records and other information with respect to the Shared Collateral), the ABL Agent shall
promptly notify the Collateral Trustee of that fact and the Collateral Trustee shall, within ten
(10) Business Days thereafter, notify the ABL Agent or, if applicable, any such third party (at
such address to be provided by the ABL Agent in connection with the applicable Enforcement), as to
whether the Collateral Trustee desires to exercise access rights under this Agreement for any
purpose permitted under the Secured Debt Documents (including enforcement of rights and remedies),
at which time the parties shall confer in good faith to coordinate with respect to the Collateral
Trustee’s exercise of such access rights.



(e) Upon delivery of notice to the Collateral Trustee or the relevant Secured Debt
Representative as provided in Section 3.3(b), the Access Period shall commence for the subject
parcel of Mortgaged Premises. During the Access Period, the ABL Agent and its agents,
representatives and designees shall have a non-exclusive right to have access to, and a rent free
right to use the Mortgaged Premises for the purpose of arranging for and effecting the sale or
disposition of ABL Collateral. During any such Access Period, the ABL Agent and its
representatives (and persons employed on their behalf), may continue to operate, service, maintain,
process and sell the ABL Collateral, as well as to engage in bulk sales of ABL Collateral. The ABL
Agent shall (i) take proper care of any Mortgaged Premise that is used by it during the Access
Period, (ii) repair and replace any damage (ordinary wear-and-tear excepted) caused by it or its
agents, representatives or designees, (iii) comply with all applicable laws in connection with its
use or occupancy of the Mortgaged Premises and (iv) leave such Mortgaged Premises in substantially
the same condition as it was at the commencement of the Access Period. The Collateral Trustee
shall not bear any expense for any of the actions in the preceding sentence. The ABL Agent and the
ABL Claimholders shall indemnify and hold harmless the Collateral Trustee, the Secured Debt
Representatives and the Secured Debt Claimholders from any claim, loss, damage, cost or liability
arising from the ABL Agent’s use or occupancy of the Mortgaged Premises. The ABL Agent, the
Collateral Trustee and each Secured Debt Representative shall cooperate and use reasonable efforts
to ensure that their activities during the Access Period as described above do not interfere
materially with the activities of the other as described above, including the right of Collateral
Trustee or any Secured Debt Representative to commence foreclosure of the Priority Lien Mortgages
or Junior Lien Mortgages or to show the Shared Collateral to prospective purchasers and to ready
the Shared Collateral for sale. Access rights may apply to differing parcels of Mortgaged Premises
at differing times (i.e. the Collateral Trustee may obtain possession of one premises at a
different time than it obtains possession of other properties), in which case, a differing Access
Period may apply to each such property.



3.4. Exercise of Remedies – Intellectual Property Rights/Access to Information.



(a) The Collateral Trustee hereby grants (to the full extent of its rights and interests) to
the ABL Agent and its agents, representatives and designees (1) a royalty free, rent free license
and lease to use all of the Shared Collateral, including any computer or other data processing
equipment and intellectual property, to collect all Accounts or amounts owing under Instruments or
Chattel Paper (in each case, to the extent included in the ABL Collateral), to copy, use or
preserve any and all information relating to any of the ABL Collateral and (2) a royalty free
license (which will be binding on any successor or assignee of the intellectual property) to use
any and all intellectual property at any time in connection with its Enforcement; provided,
however, the royalty free, rent free licenses and leases granted above shall expire
immediately upon the end of the applicable Access Period.



(b) The ABL Agent hereby grants (to the full extent of its rights and interests) to the
Collateral Trustee and its agents, representatives and designees (1) a royalty free, rent free
license and lease to use all of the ABL Collateral, including any computer or other data processing
equipment and intellectual property, to collect all Accounts or amounts owing under Instruments or
Chattel Paper (in each case, to the extent included in the Shared Collateral), to copy, use or
preserve any and all information relating to any of the Shared Collateral and (2) a royalty free
license (which will be binding on any successor or assignee of the intellectual property) to use
any and all intellectual property at any time in connection with its Enforcement; provided,
however, the royalty free, rent free licenses and leases granted above shall expire on the
180th day after the commencement of the Collateral Trustee’s use thereof.



3.5. Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds.



(a) The Collateral Trustee, for itself and/or on behalf of the Secured Claimholders,
acknowledges and agrees that, to the extent the Collateral Trustee or any Secured Claimholder
exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts or
other ABL Collateral, the amount of such setoff shall be deemed to be ABL Collateral to be held and
distributed pursuant to Section 4.2; provided, however, that the foregoing shall
not apply to any setoff by the Collateral Trustee or any Secured Claimholder against any Shared
Collateral to the extent applied to payment of the Secured Obligations.



(b) The Collateral Trustee, for itself and/or on behalf of the Secured Claimholders, agrees
that prior to an issuance of an Enforcement Notice (unless an Insolvency or Liquidation Proceeding
has been commenced by or against any Grantor) all funds deposited under Account Agreements and then
applied to the ABL Obligations shall be treated as ABL Collateral and, unless the ABL Agent shall
have actual knowledge to the contrary, any claim that payments made to the ABL Agent through the
Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or
otherwise constitute Shared Collateral, are waived.



(c) The ABL Agent, the ABL Claimholders, the Collateral Trustee and the Secured Claimholders,
each agrees that, prior to an issuance of an Enforcement Notice (unless an Insolvency or
Liquidation Proceeding has been commenced by or against any Grantor), any proceeds of Collateral,
whether or not deposited under Account Agreements, which are used by any Grantor to acquire other
property which is Collateral shall not (as among the ABL Agent, the ABL Claimholders, the
Collateral Trustee and the Secured Claimholders) be treated as proceeds of Collateral for purposes
of determining the relative priorities in the Collateral which was so acquired. The ABL Agent, the
ABL Claimholders, the Collateral Trustee and the Secured Claimholders, each agrees that after an
issuance of an Enforcement Notice (and after an Insolvency or Liquidation Proceeding has been
commenced by or against any Grantor), each such Person shall cooperate in good faith to identify
the proceeds of the ABL Collateral and the Shared Collateral, as the case may be (it being agreed
that after an issuance of an Enforcement Notice (and after an Insolvency or Liquidation Proceeding
has been commenced by or against any Grantor), (i) unless the ABL Agent has actual knowledge to the
contrary, all funds deposited under Account Agreements and then applied to the ABL Obligations
shall be presumed to be ABL Collateral (a presumption that can be rebutted by the Collateral
Trustee); and (ii) unless the Collateral Trustee has actual knowledge to the contrary, all funds
deposited under Account Agreements and then applied to the Secured Obligations shall be presumed to
be Shared Collateral (a presumption that can be rebutted by the ABL Agent)); provided,
however, that neither any ABL Claimholder nor any Secured Claimholder shall be liable or in
any way responsible for any claims or damages from conversion of the ABL Collateral or the Shared
Collateral, as the case may be (it being understood and agreed that (A) the only obligation of any
ABL Claimholder is to pay over to the Collateral Trustee, in the same form as received, with any
necessary endorsements, all proceeds that such ABL Claimholder received that have been identified
as proceeds of the Shared Collateral and (B) the only obligation of any Secured Claimholder is to
pay over to the ABL Agent, in the same form as received, with any necessary endorsements, all
proceeds that such Secured Claimholder received that have been identified as proceeds of the ABL
Collateral. Each of the ABL Agent and the Collateral Trustee may request from the other an
accounting of the identification of the proceeds of Collateral (and the ABL Agent and the
Collateral Trustee, as the case may be, upon such request being made, shall deliver such accounting
reasonably promptly after such request is made).



(d) The ABL Agent, for itself and/or on behalf of the ABL Claimholders, acknowledges and
agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of setoff
against any Grantor’s Deposit Accounts or Securities Accounts or other Shared Collateral, the
amount of such setoff shall be deemed to be Shared Collateral to be held and distributed pursuant
to Section 4.2; provided, however, that the foregoing shall not apply to any setoff
by the ABL Agent or any ABL Claimholder against any ABL Collateral to the extent applied to payment
of the ABL Obligations.



(e) The ABL Agent, for itself and/or on behalf of the ABL Claimholders, agrees that prior to
an issuance of an Enforcement Notice (unless an Insolvency or Liquidation Proceeding has been
commenced by or against any Grantor) all funds deposited under Account Agreements and then applied
to the Secured Obligations shall be treated as Shared Collateral and, unless the Collateral Trustee
shall have actual knowledge to the contrary, any claim that payments made to the Collateral Trustee
through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are
proceeds of or otherwise constitute ABL Collateral, are waived.




	 	 	 	IV PAYMENTS.





4.1. Application of Proceeds.



(a) So long as the Discharge of ABL Obligations has not occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other
Grantor, all ABL Collateral or proceeds thereof received in connection with the sale or other
disposition of, or collection on, such ABL Collateral upon the exercise of remedies by the ABL
Agent or ABL Claimholders, shall be applied by the ABL Agent to the ABL Obligations in such order
as specified in the relevant ABL Loan Documents. Upon the Discharge of ABL Obligations, the ABL
Agent shall deliver to the Collateral Trustee any ABL Collateral and proceeds of ABL Collateral
held by it in the same form as received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct to be applied by the Collateral Trustee or any Secured Debt
Representative in such order as specified in the Collateral Trust Agreement and/or the other
relevant Secured Debt Documents.



(b) So long as the Discharge of Secured Obligations has not occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other
Grantor, all Shared Collateral or proceeds thereof received in connection with the sale or other
disposition of, or collection on, such Collateral upon the exercise of remedies by the Collateral
Trustee or Secured Debt Claimholders, shall be applied to the Secured Obligations and the ABL
Obligations in such order as specified in the Collateral Trust Agreement and/or the other relevant
Secured Debt Documents. Upon the Discharge of Secured Obligations, the Collateral Trustee shall
deliver to the ABL Agent any Shared Collateral and proceeds of Shared Collateral held by it in the
same form as received, with any necessary endorsements or as a court of competent jurisdiction may
otherwise direct to be applied by the ABL Agent in such order as specified in the ABL Loan
Documents.



4.2. Payments Over in Violation of Agreement. Unless and until both the Discharge of
ABL Obligations and the Discharge of Secured Obligations have occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other
Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred
to in the final sentence of Section 2.3) received by the ABL Agent, any ABL Claimholder, the
Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder in connection
with the exercise of any right or remedy (including set-off or recoupment) relating to the
Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith
paid over to the ABL Agent or Collateral Trustee, as appropriate, in the same form as received,
with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The
Collateral Trustee and ABL Agent are each hereby authorized to make any such endorsements as agent
for the other Person. This authorization is coupled with an interest and is irrevocable until both
the Discharge of ABL Obligations and Discharge of Secured Obligations have occurred.



4.3. Application of Payments. Subject to the other terms of (a) this Agreement, all
payments received by the ABL Agent or the ABL Claimholders may be applied, reversed and reapplied,
in whole or in part, to the ABL Obligations to the extent provided for in the ABL Loan Documents;
and (b) this Agreement and the Collateral Trust Agreement, all payments received by the Collateral
Trustee, any Secured Debt Representative or the Secured Debt Claimholders may be applied, reversed
and reapplied, in whole or in part, to the Secured Obligations to the extent provided for in the
Collateral Trust Agreement and/or the other Secured Debt Documents.




	 	 	 	V            OTHER AGREEMENTS.





5.1. Releases.



(a) (i) If in connection with the exercise of the ABL Agent’s remedies in respect of any ABL
Collateral as provided for in Section 3.1, the ABL Agent, for itself or on behalf of any of the ABL
Claimholders, releases its Liens on any part of the ABL Collateral, then the Liens, if any, of the
Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, on the ABL
Collateral sold or disposed of in connection with such exercise, shall be automatically,
unconditionally and simultaneously released. The Collateral Trustee, for itself and/or on behalf
of any such Persons, promptly shall execute and deliver to the ABL Agent or the applicable Grantor
such termination statements, releases and other documents as the ABL Agent or such Grantor may
request to effectively confirm such release.




(ii) If in connection with the exercise by the Collateral Trustee or any Secured Debt
Representative of remedies in respect of any Shared Collateral as provided for in Section
3.2, the Collateral Trustee, for itself and/or on behalf of any of the Secured Debt
Representatives and Secured Debt Claimholders, releases its Liens on any part of the Shared
Collateral, then the Liens, if any, of the ABL Agent, for itself or for the benefit of the
ABL Claimholders, on the Shared Collateral sold or disposed of in connection with such
exercise, shall be automatically, unconditionally and simultaneously released. The ABL
Agent, for itself and/or on behalf of any such ABL Claimholder shall each promptly execute
and deliver to the Collateral Trustee or the applicable Grantor such termination statements,
releases and other documents as the Collateral Trustee or such Grantor may request to
effectively confirm such release.



(b) If in connection with any sale, lease, exchange, transfer or other disposition of any
Collateral (collectively, a “Disposition”) permitted under the terms of both the ABL Loan Documents
and the Priority Lien Documents (or, after the Discharge of Priority Lien Obligations, the Junior
Lien Documents) (including voluntary Dispositions of Collateral by the respective Grantors after
(x) in the case of clause (i) below, an ABL Default, and (y) in the case of clause (ii) below, a
Secured Debt Default), (i) the ABL Agent, for itself and/or on behalf of any of the ABL
Claimholders, releases its Liens on any part of the ABL Collateral, other than (A) in connection
with the Discharge of ABL Obligations or (B) after the occurrence and during the continuance of a
Secured Debt Default, then the Liens, if any, of the Collateral Trustee and/or any Secured Debt
Representative, for itself and/or for the benefit of the Secured Debt Claimholders, on such ABL
Collateral shall be automatically, unconditionally and simultaneously released, and (ii) the
Collateral Trustee or any Secured Debt Representative, for itself and/or on behalf of the Secured
Debt Claimholders, releases its Liens on any part of the Shared Collateral, other than (A) in
connection with the Discharge of Secured Obligations or (B) after the occurrence and during the
continuance of a ABL Default, then the Liens, if any, of the ABL Agent, for itself and/or for the
benefit of the ABL Claimholders, on such Shared Collateral shall be automatically, unconditionally
and simultaneously released. The ABL Agent, Collateral Trustee or any Secured Debt Representative,
each for itself and/or on behalf of any such ABL Claimholders or Secured Debt Claimholder, as the
case may be, promptly shall execute and deliver to the Collateral Trustee, ABL Agent or such
Grantor such termination statements, releases and other documents as the Collateral Trustee, ABL
Agent or such Grantor may request to effectively confirm such release.



(c) Until the Discharge of ABL Obligations shall occur, the Collateral Trustee and each
Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, hereby
irrevocably constitutes and appoints the ABL Agent and any of its officers or agents, with full
power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and
authority in the place and stead of the Collateral Trustee and each Secured Debt Representative or
such Secured Debt Claimholder, whether in the ABL Agent’s name or, at the option of the ABL Agent,
in the Collateral Trustee’s, any Secured Debt Representative’s or any Secured Debt Claimholder’s
own name, from time to time in the ABL Agent’s discretion, for the purpose of carrying out the
terms of this Section 5.1, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary to accomplish the purposes of this Section 5.1,
including any endorsements or other instruments of transfer or release.



(d) Until the Discharge of Secured Obligations shall occur, the ABL Agent, for itself and/or
on behalf of the ABL Claimholders hereby irrevocably constitutes and appoints the Collateral
Trustee and any of its officers or agents, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of ABL Agent or
such ABL Claimholder, whether in the Collateral Trustee’s name or, at the option of the Collateral
Trustee, in the ABL Agent’s or any ABL Claimholder’s own name, from time to time in the Collateral
Trustee’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any
and all appropriate action and to execute any and all documents and instruments which may be
necessary to accomplish the purposes of this Section 5.1, including any endorsements or other
instruments of transfer or release.



5.2. Insurance.



(a) Unless and until the Discharge of ABL Obligations has occurred, subject to the terms of,
and the rights of the Grantors under, the ABL Loan Documents, (i) the ABL Agent and the ABL
Claimholders shall have the right, in consultation with and subject to the consent of the Company
(unless an ABL Default shall have occurred and be continuing and except as otherwise provided in
the ABL Loan Documents), to adjust settlement for any insurance policy covering the ABL Collateral
or the Liens with respect thereto in the event of any loss thereunder or with respect thereto and,
in consultation with and subject to the consent of the Company (unless an ABL Default shall have
occurred and be continuing and except as otherwise provided in the ABL Loan Documents), to approve
any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation)
affecting the ABL Collateral; (ii) all proceeds of any such policy and any such award (or any
payments with respect to a deed in lieu of condemnation) if in respect of the ABL Collateral and to
the extent required by the ABL Loan Documents shall be paid to the ABL Agent for the benefit of the
ABL Claimholders pursuant to the terms of the ABL Loan Documents (including, without limitation,
for purposes of cash collateralization of letters of credit) and thereafter, to the extent no ABL
Obligations are outstanding, and subject to the terms of, and the rights of the Grantors under, the
Secured Debt Documents and the terms of the Collateral Trust Agreement, to the Collateral Trustee
for the benefit of the Secured Debt Claimholders to the extent required under the Secured Debt
Documents and then, to the extent no Secured Obligations are outstanding, to the owner of the
subject property, such other Person as may be entitled thereto or as a court of competent
jurisdiction may otherwise direct, and (iii) if the Collateral Trustee or any Secured Debt
Representative or any Secured Debt Claimholder shall, at any time, receive any proceeds of any such
insurance policy or any such award or payment in contravention of this Agreement, it shall
segregate and hold in trust and forthwith pay such proceeds over to the ABL Agent in accordance
with the terms of Section 4.2.



(b) Unless and until the Discharge of Secured Obligations has occurred, subject to the terms
of, and the rights of the Grantors under the Secured Debt Documents, (i) the Collateral Trustee,
the Secured Debt Representatives and the Secured Debt Claimholders shall have the right, in
consultation with and subject to the consent of the Company (unless a Secured Debt Default shall
have occurred and be continuing and except as otherwise provided in the Secured Debt Documents), to
adjust settlement for any insurance policy covering the Shared Collateral or the Liens with respect
thereto in the event of any loss thereunder or with respect thereto and, in consultation with and
subject to the consent of the Company (unless a Secured Debt Default shall have occurred and be
continuing and except as otherwise provided in the Secured Debt Documents), to approve any award
granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting
the Shared Collateral; (ii) all proceeds of any such policy and any such award (or any payments
with respect to a deed in lieu of condemnation) if in respect of the Shared Collateral and to the
extent required by the Secured Debt Documents shall be paid to the Collateral Trustee for the
benefit of the Secured Debt Claimholders pursuant to the terms of the Collateral Trust Agreement
and the other Secured Debt Documents (including, without limitation, for purposes of cash
collateralization of letters of credit) and thereafter, to the extent no Secured Obligations are
outstanding, and subject to the terms of, and the rights of the Grantors under, the ABL Collateral
Documents to the ABL Agent for the benefit of the ABL Claimholders to the extent required under
such ABL Collateral Documents and then, to the extent no ABL Obligations are outstanding, to the
owner of the subject property, such other Person as may be entitled thereto or as a court of
competent jurisdiction may otherwise direct, and (iii) if the ABL Agent or any ABL Claimholder
shall, at any time, receive any proceeds of any such insurance policy or any such award or payment
in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such
proceeds over to the Collateral Trustee in accordance with the terms of Section 4.2.



(c) To effectuate the foregoing, the ABL Agent and, the Collateral Trustee shall each receive
separate lender’s loss payable endorsements naming themselves as loss payee, as their interests may
appear, with respect to policies which insure Collateral hereunder.



5.3. Amendments to ABL Loan Documents and Secured Debt Documents; Refinancing; Legending
Provisions.



(a) The ABL Loan Documents and Secured Debt Documents may be amended, supplemented or
otherwise modified in accordance with the terms of the ABL Loan Documents and the Secured Debt
Documents, respectively, unless such amendment, supplement or modification would contravene any
provision of this Agreement, and the ABL Obligations and Secured Obligations may be Refinanced, in
each case, without notice to, or the consent (except to the extent a consent is required to permit
the Refinancing transaction under any ABL Document or any Secured Debt Document) of the ABL Agent,
the ABL Claimholders, the Collateral Trustee, the Secured Debt Representatives or the Secured Debt
Claimholders, as the case may be, all without affecting the Lien subordination or other provisions
of this Agreement; provided, however, that the holders of such Refinancing debt
bind themselves in an Intercreditor Agreement Joinder or other writing, reasonably acceptable to
the Collateral Trustee and the ABL Agent and addressed to the Collateral Trustee or the ABL Agent
and the ABL Claimholders, as the case may be, to the terms of this Agreement and any such
amendment, supplement, modification or Refinancing shall be substantially in accordance with the
provisions of both the ABL Loan Documents and the Secured Debt Documents.



(b) The Company agrees that each ABL Collateral Document shall include the following language
(or language to similar effect approved by both the Collateral Trustee and the ABL Agent):



“Notwithstanding anything herein to the contrary, the lien and
security interest granted to the [ABL Agent, Collateral Trustee or
other Person, as applicable] pursuant to this Agreement and the
exercise of any right or remedy by the [ABL Agent, Collateral
Trustee or other Person, as applicable] hereunder [are subject to
the provisions of the Intercreditor Agreement, dated as of
[      ], 2009 (as amended, restated, supplemented or otherwise
modified from time to time, the “Intercreditor Agreement”), among
Unisys Corporation, Deutsche Bank Trust Company Americas, as
Collateral Trustee and certain other persons which may be or become
parties thereto or become bound thereto from time to time] [, to the
extent any Permitted ABL Debt is incurred, will be subject to the
provisions of an Intercreditor Agreement, to be entered into
concurrently with such Permitted ABL Debt (as amended, restated,
supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among Unisys Corporation, Deutsche Bank
Trust Company Americas, as Collateral Trustee and certain other
persons which may be or become parties thereto or become bound
thereto from time to time]. In the event of any conflict between
the terms of the Intercreditor Agreement and this Agreement, the
terms of the Intercreditor Agreement shall govern and control.”



(c) The ABL Agent, the Collateral Trustee and each Secured Debt Representative shall each use
its best efforts to notify the other parties of any written amendment or modification to any ABL
Loan Document or any Secured Debt Document, as applicable, but the failure to do so shall not
create a cause of action against the party failing to give such notice or create any claim or right
on behalf of any third party. In connection with amendments or modifications permitted by Section
5.3, the ABL Agent, the Collateral Trustee and each Secured Debt Representative, as applicable
shall, upon request of the other party, provide copies of all such modifications or amendments and
copies of all other relevant documentation to the other Persons.



5.4. Bailees for Perfection.



(a) The ABL Agent, the Collateral Trustee and each Secured Debt Representative, as the case
may be, agree to hold that part of the Collateral that is in its possession or control (or in the
possession or control of its agents or bailees) to the extent that possession or control thereof is
taken to perfect a Lien thereon under the UCC (such Collateral being the “Pledged Collateral”) as
collateral agent for the ABL Claimholders and Secured Debt Claimholders, as the case may be, and as
bailee for the ABL Agent, Collateral Trustee or Secured Debt Representative, as the case may be
(such bailment being intended, among other things, to satisfy the requirements of Sections
8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC), solely for the purpose of perfecting the
security interest granted under the ABL Loan Documents and the Secured Debt Documents, as
applicable, subject to the terms and conditions of this Section 5.4. Solely with respect to any
Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC) of the ABL
Agent, the ABL Agent agrees to also hold control over such Deposit Accounts as gratuitous agent for
the Collateral Trustee, subject to the terms and conditions of this Section 5.4. Solely with
respect to any Deposit Accounts under the control (within the meaning of Section 9-104 of the UCC)
of the Collateral Trustee, the Collateral Trustee agrees to also hold control over such Deposit
Accounts as gratuitous agent for the ABL Agent, subject to the terms and conditions of this Section
5.4.



(b) No Person shall have any obligation whatsoever to any other Person to ensure that the
Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of
any Person except as expressly set forth in this Section 5.4. The duties or responsibilities under
this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee (and with
respect to Deposit Accounts, agent) in accordance with this Section 5.4 and delivering the Pledged
Collateral upon a Discharge of ABL Obligations or Discharge of Secured Obligations, as the case may
be, as provided in paragraph (d) below.



(c) No Person acting pursuant to this Section 5.4 shall have by reason of the ABL Loan
Documents, the Secured Debt Documents, this Agreement, the Collateral Trust Agreement or any other
document, a fiduciary relationship with any other Person with respect to such acts.



(d) Upon the Discharge of ABL Obligations the ABL Agent shall deliver the remaining Pledged
Collateral (if any) together with any necessary endorsements, first, to the Collateral
Trustee to the extent the Secured Obligations which are secured by such Pledged Collateral remain
outstanding, and second, to the Company (in each case, so as to allow such Person to obtain
possession or control of such Pledged Collateral). The ABL Agent further agrees to take all other
action reasonably required in connection with the Collateral Trustee obtaining a first-priority
interest in such Pledged Collateral or as a court of competent jurisdiction may otherwise direct.



(e) Upon the Discharge of the Secured Obligations, the Collateral Trustee shall deliver the
remaining Pledged Collateral (if any), together with any necessary endorsements, first, to
the ABL Agent to the extent any ABL Obligations which are secured by such Pledged Collateral remain
outstanding, and second, to the Company (in each case, so as to allow such Person to obtain
possession or control of such Pledged Collateral). The Collateral Trustee further agrees to take
all other action reasonably requested by the ABL Agent in connection with the ABL Agent obtaining a
first-priority interest in such Pledged Collateral or as a court of competent jurisdiction may
otherwise direct.



(f) Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations
has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral
within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents,
but only to the extent that such Collateral constitutes ABL Collateral, as if the Liens (if any) of
the Collateral Trustee or Secured Debt Representatives in such ABL Collateral did not exist and
(ii) so long as the Discharge of Secured Obligations has not occurred, the Collateral Trustee or
any Secured Debt Representative shall be entitled to deal with the Pledged Collateral or Collateral
within its “control” in accordance with the terms of this Agreement, the Collateral Trust Agreement
and other Secured Debt Documents, but only to the extent that such Collateral constitutes Shared
Collateral, as if the Liens of the ABL Agent in such ABL Collateral did not exist.



5.5. When Discharge of ABL Obligations and Discharge of Secured Obligations Deemed to Not
Have Occurred; Refinancing of ABL Obligations and Secured Obligations.



(a) If concurrently with the Discharge of ABL Obligations or the Discharge of Secured
Obligations, the Company (i) enters into any Refinancing of any ABL Obligation or Secured
Obligation, as the case may be, which Refinancing is permitted by the Secured Debt Documents and
the ABL Loan Documents and (ii) delivers to the Collateral Trustee or ABL Agent, as appropriate, a
notice and an Intercreditor Agreement Joinder in accordance with clause (b) or (c) of this Section
5.5, then such Discharge of ABL Obligations or the Discharge of Secured Obligations, shall be
deemed not to have occurred for all purposes of this Agreement (other than with respect to any
actions taken as a result of the occurrence of such first Discharge of ABL Obligations or the
Discharge of Secured Obligations) and the obligations under such Refinancing shall automatically be
treated as ABL Obligations or Secured Obligations for all purposes of this Agreement, including for
purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the ABL
Agent or Collateral Trustee, as the case may be, under such new ABL Loan Documents or Secured Debt
Documents shall be the ABL Agent or Collateral Trustee, as applicable, for all purposes of this
Agreement.



(b) Upon the Collateral Trustee’s receipt of a notice, together with an Intercreditor
Agreement Joinder, from the New Agent (as defined below) and the Company stating that the Company
has entered into new ABL Loan Documents (which notice shall include a complete copy of the relevant
new documents and provide the identity of the new agent for such facility, such agent, the “New
Agent”), such New Agent shall automatically be treated as the ABL Agent for all purposes of this
Agreement. The ABL Agent and the Collateral Trustee shall promptly (a) enter into such documents
and agreements (including amendments or supplements to this Agreement) as the Company or such New
Agent shall reasonably request to provide the New Agent the rights contemplated hereby, in each
case consistent in all material respects with the terms of this Agreement and (b) deliver, to the
extent contemplated by this Agreement, to the New Agent any Pledged Collateral held by it together
with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged
Collateral). The New Agent shall agree pursuant to the Intercreditor Agreement Joinder addressed
to the ABL Agent, Collateral Trustee and each Secured Debt Representative, the ABL Claimholders,
and Secured Debt Claimholders, as the case may be, to be bound by the terms of this Agreement.



(c) Upon the ABL Agent’s receipt of a notice, together with an Intercreditor Agreement
Joinder, from the New Representative (as defined below) and the Company stating that the Company
has entered into a new Series of Secured Debt (which notice shall include a complete copy of the
relevant new documents and provide the identity of the new representative for such series, such
representative, the “New Representative”), such New Representative shall automatically be treated
as a Secured Debt Representative for all purposes of this Agreement. The ABL Agent and the
Collateral Trustee shall promptly enter into such documents and agreements (including amendments or
supplements to this Agreement) as the Company or such New Representative shall reasonably request
to provide the New Representative the rights contemplated hereby, in each case consistent in all
material respects with the terms of this Agreement (including, without limitation, entering into
any collateral documentation reasonably requested in order to effectuate such successor collateral
agency with respect to any Collateral). The New Representative shall agree pursuant to the
Intercreditor Agreement Joinder addressed to the ABL Agent, Collateral Trustee and each other
Secured Debt Representative, the ABL Claimholders, and Secured Debt Claimholders, as the case may
be, to be bound by the terms of this Agreement.



5.6. Successor Agents. If any successor ABL Agent or successor Collateral Trustee is
elected or appointed pursuant to the terms of the ABL Loan Documents or the Secured Debt Documents,
as applicable, then such successor ABL Agent or successor Collateral Trustee, as applicable, shall
automatically be treated as the ABL Agent or Collateral Trustee, as applicable, for all purposes of
this Agreement. The successor ABL Agent or successor Collateral Trustee, as applicable, shall
enter into such documents and agreements (including amendments or supplements to this Agreement) as
the Company, the existing ABL Agent or the existing Collateral Trustee shall reasonably request in
order to provide to the successor ABL Agent or successor Collateral Trustee, as applicable, the
rights contemplated hereby, in each case consistent in all material respects with the terms of this
Agreement. The successor ABL Agent or successor Collateral Trustee, as applicable, shall agree
pursuant to the Intercreditor Agreement Joinder addressed to the existing ABL Agent or existing
Collateral Trustee and each Secured Debt Representative, as applicable, to be bound by the terms of
this Agreement.




	 	 	 	VI INSOLVENCY OR LIQUIDATION PROCEEDINGS.





6.1. Finance and Sale Issues.



(a) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor
shall be subject to any Insolvency or Liquidation Proceeding and the ABL Agent shall, acting in
accordance with the ABL Agreement, agree to permit the use of “Cash Collateral” (as such term is
defined in Section 363(a) of the Bankruptcy Code), which constitutes ABL Collateral securing the
ABL Obligations or to permit the Company or any other Grantor to obtain financing, whether from the
ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar
Bankruptcy Law (“DIP Financing”) to the extent such DIP Financing is secured solely by Liens on ABL
Collateral, then the Collateral Trustee, each Secured Debt Representative and each Secured Debt
Claimholder each agrees that it will raise no objection to such Cash Collateral use or DIP
Financing so long as such Cash Collateral use or DIP Financing meets the following requirements:
(i) it is on commercially reasonable terms, (ii) the Collateral Trustee, each Secured Debt
Representative and each Secured Debt Claimholder retain the right to object to any ancillary
agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are
materially prejudicial to their interests in the Shared Collateral, and (iii) the terms of the DIP
Financing (A) do not compel the Company to seek confirmation of a specific plan of reorganization
for which all or substantially all of the material terms are set forth in the DIP Financing
documentation or a related document, (B) do not expressly require the liquidation of the Collateral
prior to a default under the DIP Financing documentation or Cash Collateral order and (C) if the
ABL Claimholders retain their Liens on the ABL Collateral securing the ABL Obligations, the
Collateral Trustee and each Secured Debt Representative, for the ratable benefit of the Secured
Debt Claimholders, shall retain an immediately junior Lien on the ABL Collateral. To the extent
the Liens on the ABL Collateral securing the ABL Obligations are subordinated to or pari passu with
such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Collateral
Trustee and each Secured Debt Representative will subordinate any Liens in the ABL Collateral to
the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request
adequate protection or any other relief in connection therewith (except, as expressly agreed by the
ABL Agent or to the extent permitted by Section 6.3). The foregoing shall not prohibit the
Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder from objecting
to the terms of any DIP Financing to the extent that such DIP Financing is secured by any Shared
Collateral.



(b) Until the Discharge of Secured Obligations has occurred, if the Company or any other
Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Collateral Trustee
shall, acting in accordance with the Secured Debt Documents, agree to permit the use of “Cash
Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes
Shared Collateral securing the Secured Obligations or to permit the Company or any other Grantor to
obtain DIP Financing to the extent such DIP Financing is secured solely by Liens on Shared
Collateral, then the ABL Agent and each ABL Claimholder agrees that it will raise no objection to
such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing
meets the following requirements: (i) it is on commercially reasonable terms, (ii) the ABL Agent
and each ABL Claimholder retains the right to object to any ancillary agreements or arrangements
regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their
interests in the ABL Collateral, and (iii) the terms of the DIP Financing (A) do not compel the
Company to seek confirmation of a specific plan of reorganization for which all or substantially
all of the material terms are set forth in the DIP Financing documentation or a related document,
(B) do not expressly require the liquidation of the Collateral prior to a default under the DIP
Financing documentation or Cash Collateral order and (C) if the Secured Debt Claimholders retain
their Liens on the Shared Collateral securing the Secured Obligations, the ABL Agent for the
ratable benefit of each ABL Claimholder shall retain an immediately junior Lien on the Shared
Collateral. To the extent the Liens on the Shared Collateral securing the Shared Obligations are
subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i)
through (iii) above, the ABL Agent and each ABL Claimholder will subordinate any Liens in the
Shared Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto)
and will not request adequate protection or any other relief in connection therewith (except, as
expressly agreed by the Collateral Trustee or to the extent permitted by Section 6.3). The
foregoing shall not prohibit the ABL Agent or any ABL Claimholder from objecting to the terms of
any DIP Financing to the extent that such DIP Financing is secured by any ABL Collateral.



(c) The Collateral Trustee, on behalf of the Secured Debt Representatives and the Secured Debt
Claimholders agrees that it will not oppose, and hereby consents to (i) any sale consented to by
the ABL Agent of any ABL Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any
similar provision under the law applicable to any Insolvency or Liquidation Proceeding) and (ii)
any bid by the ABL Agent on behalf of the ABL Claimholders with respect to then outstanding ABL
Obligations in connection with any such sale or any other sale or other disposition of the ABL
Collateral.



(d) The ABL Agent agrees, on behalf of the ABL Claimholders, that it will not oppose, and
hereby consents to (i) any sale consented to by the Collateral Trustee, any Secured Debt
Representative or any Secured Debt Claimholder of any Shared Collateral pursuant to Section 363(f)
of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency or
Liquidation Proceeding) and (ii) any bid by the Collateral Trustee, any such Secured Debt
Representative or any Secured Debt Claimholder with respect to then outstanding Secured Obligations
in connection with any such sale or any other sale or other disposition of the Shared Collateral.



6.2. Relief from the Automatic Stay.



(a) Until the Discharge of ABL Obligations has occurred, the Collateral Trustee, each Secured
Debt Representative and each Secured Debt Claimholder, agrees that none of them shall seek (or
support any other Person seeking) relief from the automatic stay or any other stay in any
Insolvency or Liquidation Proceeding in respect of the ABL Collateral (other than to the extent
such relief is required to exercise its rights under Section 3.3), without the prior written
consent of the ABL Agent.



(b) Until the Discharge of Secured Obligations has occurred, the ABL Agent, on behalf of
itself and the ABL Claimholders agrees that none of them shall seek (or support any other Person
seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation
Proceeding in respect of the Shared Collateral (other than to the extent such relief is required to
exercise its rights under Section 3.3), without the prior written consent of the Collateral
Trustee.



6.3. Adequate Protection.



(a) The Collateral Trustee, the Secured Debt Representatives and the Secured Debt
Claimholders, each agree that, prior to the Discharge of ABL Obligations, none of them shall
contest (or support any other Person contesting):




(1) any request by the ABL Agent for adequate protection with respect to the ABL Collateral;
or




(2) any objection by the ABL Agent to any motion, relief, action or proceeding based on the
ABL Agent or the ABL Claimholders claiming a lack of adequate protection with respect to the
ABL Collateral.



(b) The ABL Agent and the ABL Claimholders, each agrees that, prior to the Discharge of
Secured Obligations, none of them shall contest (or support any other Person contesting):




(1) any request by the Collateral Trustee, any Secured Debt Representative or any Secured
Debt Claimholder for adequate protection with respect to the Shared Collateral; or




(2) any objection by the Collateral Trustee, any Secured Debt Representative or any Secured
Debt Claimholder to any motion, relief, action or proceeding based on the Collateral
Trustee, any Secured Debt Representative or any Secured Debt Claimholder claiming a lack of
adequate protection with respect to the Shared Collateral.



(c) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or
Liquidation Proceeding:




(1) in the event the ABL Agent or any of the ABL Claimholders (or any subset thereof) seeks
or requests adequate protection in respect of ABL Collateral and such adequate protection is
granted with respect to the ABL Collateral in the form of additional collateral (even if
such collateral is not of a type which would otherwise have constituted ABL Collateral) in
connection with any Cash Collateral use or DIP Financing or a superpriority claim in
connection with any DIP Financing or otherwise, then the Collateral Trustee, on behalf of
itself or any of the Secured Debt Claimholders, may seek or request adequate protection with
respect to its interests in such ABL Collateral in the form of a Lien on the same additional
collateral, or a junior superpriority claim, as applicable, which Lien, or junior
superpriority claim, shall be subordinated (except to the extent that the Collateral Trustee
already had a Lien on such additional collateral (in which case the priorities established
by Section 2.1 shall apply)) to the Liens or claims securing the ABL Obligations and such
Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same
basis as the other Liens of the Collateral Trustee on ABL Collateral; and




(2) in the event the Collateral Trustee or any Secured Debt Representative or any of the
Secured Debt Claimholders (or any subset thereof) seeks or requests adequate protection in
respect of Shared Collateral and such adequate protection is granted with respect to the
Shared Collateral in the form of additional collateral (even if such collateral is not of a
type which would otherwise have constituted Shared Collateral), in connection with any Cash
Collateral use or DIP Financing or a superpriority claim in connection with any DIP
Financing or otherwise, then the ABL Agent, on behalf of itself or any of the ABL
Claimholders, may seek or request adequate protection with respect to its interests in such
Shared Collateral in the form of a Lien on the same additional collateral, or a junior
superpriority claim, as applicable, which Lien or junior superpriority claim shall be
subordinated (except to the extent that the ABL Agent already had a Lien on such additional
collateral (in which case the priorities established by Section 2.1 shall apply)) to the
Liens or claims securing the Secured Obligations and such Cash Collateral use or DIP
Financing (and all Obligations relating thereto) on the same basis as the other Liens of the
ABL Agent on the Shared Collateral.



(d) Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise
of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of the
Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder from seeking
adequate protection with respect to their rights in the Shared Collateral in any Insolvency or
Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash
payments or otherwise) or (ii) the Shared Collateral, nothing herein shall limit the rights of the
ABL Agent or the ABL Claimholders from seeking adequate protection with respect to their rights in
the ABL Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in
the form of a cash payment, periodic cash payments or otherwise).



6.4. Avoidance Issues. If any ABL Claimholder or Secured Debt Claimholder is required
in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the
estate of the Company or any other Grantor any amount paid in respect of ABL Obligations or the
Secured Obligations, as the case may be, (a “Recovery”), then such ABL Claimholders or Secured Debt
Claimholders shall be entitled to a reinstatement of ABL Obligations or the Secured Obligations, as
the case may be, with respect to all such recovered amounts. If this Agreement shall have been
terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and
such prior termination shall not diminish, release, discharge, impair or otherwise affect the
obligations of the parties hereto from such date of reinstatement.



6.5. Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt
obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor
are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan,
both on account of ABL Obligations and on account of Secured Obligations, then, to the extent the
debt obligations distributed on account of the ABL Obligations and on account of the Secured
Obligations are secured by Liens upon the same property, the provisions of this Agreement will
survive the distribution of such debt obligations pursuant to such plan and will apply with like
effect to the debt obligations so distributed, to the Liens securing such debt obligations and the
distribution of proceeds thereof.



6.6. Post-Petition Interest.



(a) The Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders
each agrees that none of them shall oppose or seek to challenge any claim by the ABL Agent or any
ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations
consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on
the ABL Collateral securing any ABL Claimholder’s claim, without regard to the existence of the
Lien of the Collateral Trustee on behalf of the Secured Debt Claimholders on the ABL Collateral.



(b) Neither the ABL Agent, nor any other ABL Claimholder shall oppose or seek to challenge any
claim by the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder
for allowance in any Insolvency or Liquidation Proceeding of Secured Obligations consisting of
post-petition interest, fees or expenses to the extent of the value of the Lien on the Shared
Collateral securing any Secured Debt Claimholder’s claim, without regard to the existence of the
Lien of the ABL Agent on behalf of the ABL Claimholders on the Shared Collateral.



6.7. Waiver — 1111(b)(2) Issues.



(a) The Collateral Trustee and, each Secured Debt Representative, for itself and/or on behalf
of the Secured Debt Claimholders, each waives any objection or claim it may hereafter have against
any ABL Claimholder arising out of the election by any ABL Claimholder of the application of
Section 1111(b)(2) of the Bankruptcy Code to any claims of such ABL Claimholder in respect of the
ABL Collateral and agrees that in the case of any such election it shall have no claim or right to
payment with respect to the ABL Collateral in or from such Insolvency or Liquidation Proceeding.
Any reorganization securities issued with respect to such election shall be allocated solely to the
ABL Claimholders pursuant to Section 6.5 hereof.



(b) The ABL Agent, for itself and/or on behalf of the ABL Claimholders, each waives any
objection or claim it may hereafter have against any Secured Debt Claimholder arising out of the
election by any Secured Debt Claimholder of the application of Section 1111(b)(2) of the Bankruptcy
Code to any claims of such Secured Debt Claimholder in respect of the Shared Collateral and agrees
that in the case of any such election it shall have no claim or right to payment with respect to
the Shared Collateral in or from such Insolvency or Liquidation Proceeding. Any reorganization
securities issued with respect to such election shall be allocated solely to the Secured Debt
Claimholders pursuant to Section 6.5 hereof.



6.8. Separate Grants of Security and Separate Classification. The ABL Agent, on
behalf each ABL Claimholder, and the Collateral Trustee, on behalf of each Secured Debt
Representative and Secured Debt Claimholder, acknowledges and agrees that (a) the grants of Liens
pursuant to the ABL Loan Documents, the Priority Lien Documents and the Junior Lien Documents
constitute separate and distinct grants of Liens and (b) because of, among other things, their
differing rights in the Collateral, the Priority Lien Obligations, the Junior Lien Obligations and
the ABL Obligations are fundamentally different from each other and must be separately classified
in any plan of reorganization or liquidation under the Bankruptcy Code (or other plan of similar
effect under any Bankruptcy Law) proposed or adopted in an Insolvency or Liquidation Proceeding.
To further effectuate the intent of the parties as provided in the immediately preceding sentence,
if it is held that the claims of the ABL Claimholders, the Priority Lien Claimholders and the
Junior Lien Claimholders in respect of the Collateral constitute only one secured claim (rather
than separate classes of senior and junior secured claims), then the ABL Agent, on behalf of the
ABL Claimholders, and the Collateral Trustee, on behalf of each Secured Debt Representative and
each Secured Debt Claimholder, hereby acknowledge and agree that all distributions shall be made as
if there were separate classes of ABL Obligation claims, Priority Lien Obligation claims and Junior
Lien Obligation claims against the Company and the Grantors, with the effect being that, (i) to the
extent that the aggregate value of the ABL Collateral is sufficient (for this purpose ignoring all
claims held by the Collateral Trustee on behalf of the Secured Debt Representatives and the Secured
Debt Claimholders), the ABL Agent and the ABL Claimholders shall be entitled to receive, in
addition to amounts distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of post-petition interest that is available from the ABL
Collateral before any distribution is made in respect of the claims held by the Collateral Trustee,
the Secured Debt Representatives and the Secured Debt Claimholders from such ABL Collateral, with
the Collateral Trustee, on behalf of the Secured Debt Representatives and the Secured Debt
Claimholders, hereby acknowledging and agreeing to turn over to the ABL Agent, for the benefit of
the ABL Claimholders, amounts otherwise received or receivable by them to the extent necessary to
effectuate the intent of this sentence, even if such turnover has the effect of reducing the
aggregate recoveries, and (ii) to the extent that the aggregate value of the Shared Collateral is
sufficient (for this purpose ignoring all claims held by the ABL Agent on behalf of the ABL
Claimholders and the Collateral Trustee on behalf of the Junior Lien Representatives and the Junior
Lien Claimholders), the Collateral Trustee, on behalf of the Priority Lien Representatives and the
Priority Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them
in respect of principal, pre-petition interest and other claims, all amounts owing in respect of
post-petition interest that is available from the Shared Collateral before any distribution is made
in respect of the claims held by the ABL Agent, on behalf of the ABL Claimholders, or the
Collateral Trustee, on behalf of the Junior Lien Representatives and the Junior Lien Claimholders
from such Shared Collateral, with the ABL Agent, on behalf of the ABL Claimholders and the
Collateral Trustee, on behalf of the Junior Lien Representatives and the Junior Lien Claimholders,
hereby acknowledging and agreeing to turn over to the Collateral Trustee, for the benefit of the
Priority Lien Representatives and the Priority Lien Claimholders, amounts otherwise received or
receivable by them to the extent necessary to effectuate the intent of this sentence, even if such
turnover has the effect of reducing the aggregate recoveries.




	 	 	 	VII RELIANCE; WAIVERS; ETC.





7.1. Reliance. Other than any reliance on the terms of this Agreement, (a) the ABL
Agent, on behalf of itself and the ABL Claimholders, acknowledges that it and such ABL Claimholders
have, independently and without reliance on the Collateral Trustee, any Secured Debt Representative
or any Secured Debt Claimholder, and based on documents and information deemed by them appropriate,
made their own credit analysis and decision to enter into the ABL Loan Documents and be bound by
the terms of this Agreement and they will continue to make their own credit decision in taking or
not taking any action under the ABL Loan Documents or this Agreement, and (b) the Collateral
Trustee and each Secured Debt Representative, on behalf of itself and the Secured Debt
Claimholders, acknowledges that it and the Secured Debt Claimholders have, independently and
without reliance on the ABL Agent or any ABL Claimholder, and based on documents and information
deemed by them appropriate, made their own credit analysis and decision to enter into each of the
Secured Debt Documents and be bound by the terms of this Agreement and they will continue to make
their own credit decision in taking or not taking any action under the Secured Debt Documents, the
Collateral Trust Agreement or this Agreement.



7.2. No Warranties or Liability. The ABL Agent, on behalf of itself and the ABL
Claimholders, acknowledges and agrees that each of the Collateral Trustee, the Secured Debt
Representatives and the Secured Debt Claimholders have made no express or implied representation or
warranty, including with respect to the execution, validity, legality, completeness, collectibility
or enforceability of any of the Secured Debt Documents, the ownership of any Collateral or the
perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the
Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders will be
entitled to manage and supervise their respective loans and extensions of credit under the Secured
Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem
appropriate. The Collateral Trustee, the Secured Debt Representatives and the Secured Debt
Claimholders, each acknowledges and agrees that the ABL Agent and the ABL Claimholders have made no
express or implied representation or warranty, including with respect to the execution, validity,
legality, completeness, collectibility or enforceability of any of the ABL Loan Documents, the
ownership of any Collateral or the perfection or priority of any Liens thereon. Except as
otherwise provided herein, the ABL Agent and the ABL Claimholders will be entitled to manage and
supervise their respective loans and extensions of credit under their respective ABL Loan Documents
in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The
Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders shall have
no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the ABL Claimholders
shall have no duty to the Collateral Trustee, the Secured Debt Representatives or any of the
Secured Debt Claimholders, to act or refrain from acting in a manner which allows, or results in,
the occurrence or continuance of an event of default or default under any agreements with the
Company or any other Grantor (including the ABL Loan Documents and the Secured Debt Documents),
regardless of any knowledge thereof which they may have or be charged with.



7.3. No Waiver of Lien Priorities.



(a) No right of the ABL Agent, the ABL Claimholders, the Collateral Trustee, the Secured Debt
Representatives or the Secured Credit Claimholders to enforce any provision of this Agreement, the
Collateral Trust Agreement, any ABL Loan Document or any other Secured Debt Document shall at any
time in any way be prejudiced or impaired by any act or failure to act on the part of the Company
or any other Grantor or by any act or failure to act by such Persons or by any noncompliance by any
such Person with the terms, provisions and covenants of this Agreement, the Collateral Trust
Agreement, any of the ABL Loan Documents or any of the other Secured Debt Documents, regardless of
any knowledge thereof which such Persons, or any of them, may have or be otherwise charged with.



(b) Without in any way limiting the generality of the foregoing paragraph (but subject to the
rights of the Company and the other Grantors under the ABL Loan Documents and Secured Debt
Documents and subject to the provisions of Section 5.3(a)), the ABL Agent, the ABL Claimholders,
the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders may, at
any time and from time to time in accordance with the ABL Loan Documents and Secured Debt Documents
and/or applicable law, without the consent of, or notice to, the other Persons (as the case may
be), without incurring any liabilities to such Persons and without impairing or releasing the Lien
priorities and other benefits provided in this Agreement or the Collateral Trust Agreement (even if
any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do
any one or more of the following:




(1) change the manner, place or terms of payment or change or extend the time of payment of,
or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any
Lien or guaranty thereof or any liability of the Company or any other Grantor, or any
liability incurred directly or indirectly in respect thereof (including any increase in or
extension of the Obligations, without any restriction as to the tenor or terms of any such
increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in
any manner any Liens held by the ABL Agent or Collateral Trustee or any rights or remedies
under any of the ABL Loan Documents or the Secured Debt Documents;




(2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any
manner and in any order any part of the Collateral (except to the extent provided in this
Agreement) or any liability of the Company or any other Grantor or any liability incurred
directly or indirectly in respect thereof;




(3) settle or compromise any Obligation or any other liability of the Company or any other
Grantor or any security therefor or any liability incurred directly or indirectly in respect
thereof and apply any sums by whomsoever paid and however realized to any liability in any
manner or order that is not inconsistent with the terms of this Agreement; and




(4) exercise or delay in or refrain from exercising any right or remedy against the Company
or any security or any other Grantor or any other Person, elect any remedy and otherwise
deal freely with the Company or any other Grantor.



7.4. Obligations Unconditional. All rights, interests, agreements and obligations of
the ABL Agent and the ABL Claimholders and the Collateral Trustee, the Secured Debt Representatives
and the Secured Debt Claimholders, respectively, hereunder shall remain in full force and effect
irrespective of:



(a) any lack of validity or enforceability of any ABL Loan Documents or any Secured Debt
Documents;



(b) except as otherwise expressly set forth in this Agreement, any change in the time, manner
or place of payment of, or in any other terms of, all or any of the ABL Obligations or Secured
Obligations, or any amendment or waiver or other modification, including any increase in the amount
thereof, whether by course of conduct or otherwise, of the terms of any ABL Loan Document or any
Secured Debt Document;



(c) except as otherwise expressly set forth in this Agreement, any exchange of any security
interest in any Collateral or any other collateral, or any amendment, waiver or other modification,
whether in writing or by course of conduct or otherwise, of all or any of the ABL Obligations or
Secured Obligations or any guaranty thereof;



(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or
any other Grantor; or



(e) any other circumstances which otherwise might constitute a defense available to, or a
discharge of, the Company or any other Grantor in respect of the ABL Agent, the ABL Obligations,
any ABL Claimholder, the Collateral Trustee, the Secured Debt Representatives, the Secured
Obligations or any Secured Debt Claimholder in respect of this Agreement.




	 	 	 	VIII MISCELLANEOUS.





8.1. Conflicts. In the event of any conflict between the provisions of this Agreement
and the provisions of any ABL Loan Document or any Secured Debt Document, the provisions of this
Agreement shall govern and control; provided, however, that notwithstanding
anything to the contrary contained herein, the ABL Agent agrees on behalf of itself and each ABL
Claimholder that the provisions of the Collateral Trust Agreement shall govern the rights and
obligations of the Collateral Trustee, the Secured Debt Representatives and the Secured Debt
Claimholders as among themselves.



8.2. Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement
shall become effective when executed and delivered by the parties hereto on the date hereof. This
is a continuing agreement of lien subordination and the ABL Agent, the ABL Claimholders and the
Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders may
continue, at any time and without notice to any of the others, to extend credit and other financial
accommodations and lend monies to or for the benefit of the Company or any Grantor in reliance
hereon. Each such Person hereby waives any right it may have under applicable law to revoke this
Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive,
and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. The
relative rights, as provided for in this Agreement, will continue after the commencement of any
such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the
commencement of any such case, as provided in this Agreement. If any provision of this Agreement
is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality
and enforceability of such provision in all other respects and of all remaining provisions, and of
such provision in all other jurisdictions, will not in any way be affected or impaired thereby.
All references to the Company or any other Grantor shall include the Company or such Grantor as
debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor
(as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate
and be of no further force and effect:



(a) with respect to the ABL Agent, the ABL Claimholders and the ABL Obligations, on the date
of the Discharge of ABL Obligations, subject to the rights of the ABL Agent and ABL Claimholders
under Section 6.4; and



(b) with respect to the Collateral Trustee, the Secured Debt Representatives, the Secured Debt
Claimholders and the Secured Obligations, on the date of the Discharge of Secured Obligations,
subject to the rights of the Collateral Trustee, the Secured Debt Representatives and the Secured
Debt Claimholders under Section 6.4.



If a Discharge of ABL Obligations occurs prior to the termination of this Agreement in
accordance with this Section 8.2, to the extent that additional ABL Obligations are incurred or ABL
Obligations are reinstated in accordance with Section 6.4, the Discharge of ABL Obligations shall
(effective upon the incurrence of such additional ABL Obligations or reinstatement of such ABL
Obligations, as applicable) be deemed to no longer be effective. If a Discharge of Priority Lien
Obligations occurs prior to the termination of this Agreement in accordance with this Section 8.2,
to the extent that additional Priority Lien Obligations are incurred or Priority Lien Obligations
are reinstated in accordance with Section 6.4, the Discharge of Priority Lien Obligations shall
(effective upon the incurrence of such additional Priority Lien Obligations or reinstatement of
such Priority Lien Obligations, as applicable) be deemed to no longer be effective. If a Discharge
of Junior Lien Obligations occurs prior to the termination of this Agreement in accordance with
this Section 8.2, to the extent that additional Junior Lien Obligations are incurred or Junior Lien
Obligations are reinstated in accordance with Section 6.4, the Discharge of Junior Lien Obligations
shall (effective upon the incurrence of such additional Junior Lien Obligations or reinstatement of
such Junior Lien Obligations, as applicable) be deemed to no longer be effective.



8.3. Amendments; Waivers. No amendment, modification or waiver of any of the
provisions of this Agreement shall be deemed to be made unless the same shall be in writing and
signed on behalf of ABL Agent and the Collateral Trustee (in accordance with Section 7.1 of the
Collateral Trust Agreement) or their respective authorized agent and each waiver, if any, shall be
a waiver only with respect to the specific instance involved and shall in no way impair the rights
of the parties making such waiver or the obligations of the other parties to such party in any
other respect or at any other time. Notwithstanding the foregoing, the Company shall not have any
right to consent to or approve any amendment, modification or waiver of any provision of this
Agreement except to the extent its rights or obligations are directly affected (which includes, but
is not limited to any amendment to the Grantors’ ability to cause additional obligations to
constitute ABL Obligations or Secured Obligations as the Company may designate).



8.4. Information Concerning Financial Condition of the Company and its Subsidiaries.
The ABL Agent and the ABL Claimholders, on the one hand, and the Collateral Trustee, the Secured
Debt Representatives and the Secured Debt Claimholders, on the other hand, shall each be
responsible for keeping themselves informed of (a) the financial condition of the Company and its
Subsidiaries and all endorsers and/or guarantors of the ABL Obligations or the Secured Obligations
and (b) all other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the
Secured Obligations. Neither the ABL Agent and the ABL Claimholders, on the one hand, nor the
Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, on the
other hand, shall have any duty to advise the other of information known to it or them regarding
such condition or any such circumstances or otherwise. In the event that either the ABL Agent or
any of the ABL Claimholders, on the one hand, or the Collateral Trustee, the Secured Debt
Representatives and the Secured Debt Claimholders, on the other hand, undertakes at any time or
from time to time to provide any such information to any of the others, it or they shall be under
no obligation:



(a) to make, and shall not make, any express or implied representation or warranty, including
with respect to the accuracy, completeness, truthfulness or validity of any such information so
provided;



(b) to provide any additional information or to provide any such information on any subsequent
occasion;



(c) to undertake any investigation; or



(d) to disclose any information, which pursuant to accepted or reasonable commercial finance
practices, such party wishes to maintain confidential or is otherwise required to maintain
confidential.



8.5. Subrogation.



(a) With respect to the value of any payments or distributions in cash, property or other
assets that any of the Secured Debt Claimholders or the Collateral Trustee or any Secured Debt
Representative pays over to the ABL Agent or the ABL Claimholders under the terms of this
Agreement, the Secured Debt Claimholders, the Collateral Trustee and any Secured Debt
Representative shall be subrogated to the rights of the ABL Agent and the ABL Claimholders;
provided, however, that, the Collateral Trustee, any Secured Debt Representative
and the Secured Debt Claimholders, hereby each agrees not to assert or enforce all such rights of
subrogation it may acquire as a result of any payment hereunder until the Discharge of ABL
Obligations has occurred. The Company acknowledges and agrees that, to the extent permitted by
applicable law, the value of any payments or distributions in cash, property or other assets
received by the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder
that are paid over to the ABL Agent or the ABL Claimholders pursuant to this Agreement shall not
reduce any of the Secured Obligations.



(b) With respect to the value of any payments or distributions in cash, property or other
assets that any of the ABL Claimholders or the ABL Agent pays over to the Collateral Trustee or any
Secured Debt Representative or the Secured Debt Claimholders under the terms of this Agreement, the
ABL Claimholders and the ABL Agent shall be subrogated to the rights of the Collateral Trustee, any
Secured Debt Representative and the Secured Debt Claimholders; provided, however,
that the ABL Agent, on behalf of itself and the ABL Claimholders, hereby agrees not to assert or
enforce all such rights of subrogation it may acquire as a result of any payment hereunder until
the Discharge of Secured Obligations has occurred. The Company acknowledges and agrees that, to
the extent permitted by applicable law, the value of any payments or distributions in cash,
property or other assets received by the ABL Agent or the ABL Claimholders that are paid over to
the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder pursuant to
this Agreement shall not reduce any of the ABL Obligations.



8.6. SUBMISSION TO JURISDICTION; WAIVERS.



(a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY
BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF
NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY:




(1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;




(2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;




(3) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7;




(4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND




(5) AGREES THAT EACH PARTY HERETO RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.



(b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING
TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE INTENTS AND PURPOSES HEREOF. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH PARTY HERETO
HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH PARTY HERETO WILL
CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS
AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.6(b) AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.



8.7. Notices. All notices to the ABL Claimholders or the Secured Debt Representatives
and/or the Secured Debt Claimholders permitted or required under this Agreement shall also be sent
to the ABL Agent and Collateral Trustee, respectively. Unless otherwise specifically provided
herein, any notice hereunder shall be in writing and may be personally served, telexed or sent by
telefacsimile or United States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service and signed for against receipt thereof, upon receipt of
telefacsimile or telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties
hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each
party, at such other address as may be designated by such party in a written notice to all of the
other parties.



8.8. Further Assurances. The ABL Agent, the Collateral Trustee, each Secured Debt
Representative and each of the Claimholders, each agrees that each of them shall take such further
action and shall execute and deliver such additional documents and instruments (in recordable form,
if requested) as the ABL Agent or Collateral Trustee may reasonably request to effectuate the terms
of and the Lien priorities contemplated by this Agreement. Without limiting the generality of the
foregoing, all such Persons agree upon request by ABL Agent or Collateral Trustee, to cooperate in
good faith (and to direct their counsel to cooperate in good faith) from time to time in order to
determine the specific items included in the ABL Collateral or Shared Collateral, as applicable,
and the steps taken to perfect their respective Liens thereon and the identity of the respective
parties obligated under the ABL Loan Documents and the Secured Debt Documents.



8.9. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



8.10. Binding Effect on Successors and Assigns and on Claimholders and Secured Debt
Representatives. This Agreement shall be binding upon the ABL Agent, the ABL Claimholders, the
Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders and their
respective successors and assigns. The Collateral Trustee represents that it has not agreed to any
modification of the provisions in the Secured Debt Documents authorizing it to execute this
Agreement and bind the Secured Debt Claimholders and Secured Debt Representatives and ABL Agent
represents that it has not agreed to any modification of the provisions in the ABL Agreement
authorizing it to execute this Agreement and bind the ABL Claimholders. Notwithstanding any
implication to the contrary in any provision in any other section of the Agreement, neither the
Collateral Trustee nor the ABL Agent make any representation regarding the validity or binding
effect of the Secured Debt Documents or ABL Loan Documents, respectively, or their authority to
bind any of the Claimholder’s through their execution of this Agreement.



8.11. Specific Performance. Each of the ABL Agent and the Collateral Trustee may
demand specific performance of this Agreement. The ABL Agent, on behalf of itself and the ABL
Claimholders, and the Collateral Trustee, on behalf of itself, the Secured Debt Representatives and
the Secured Debt Claimholders, hereby irrevocably waive any defense based on the adequacy of a
remedy at law and any other defense which might be asserted to bar the remedy of specific
performance in any action which may be brought by the ABL Agent or the ABL Claimholders or the
Collateral Trustee, the Secured Debt Representatives or the Secured Debt Claimholders, as the case
may be, under this Agreement.



8.12. Headings. Section headings herein have been inserted for convenience of
reference only, are not to be considered a part of this Agreement and will in no way modify or
restrict any of the terms or provisions hereof.



8.13. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page of this Agreement or any document or instrument delivered in connection
herewith by facsimile transmission or electronic transmission (in pdf format) shall be effective as
delivery of a manually executed counterpart of this Agreement or such other document or instrument,
as applicable.



8.14. Authorization. By its signature, each Person executing this Agreement on behalf
of a party hereto represents and warrants to the other parties hereto that it is duly authorized to
execute this Agreement.



8.15. No Third Party Beneficiaries. This Agreement and the rights and benefits hereof
shall inure to the benefit of each of the parties hereto and its respective successors and assigns
and shall inure to the benefit of each of the ABL Agent, the Collateral Trustee, the Secured Debt
Representatives, the ABL Claimholders and the Secured Debt Claimholders. Nothing in this Agreement
shall impair, as between the Company and the other Grantors and the ABL Agent and the ABL
Claimholders, or as between the Company and the other Grantors and the Collateral Trustee, the
Secured Debt Representatives and the Secured Debt Claimholders the obligations of the Company and
the other Grantors to pay principal, interest, fees and other amounts as provided in the ABL Loan
Documents and the Secured Debt Documents, respectively.



8.16. Provisions Solely to Define Relative Rights. The provisions of this Agreement
are solely for the purpose of defining the relative rights of the ABL Agent and the ABL
Claimholders on the one hand and the Collateral Trustee, the Secured Debt Representatives and the
Secured Debt Claimholders on the other hand. None of the Company, any other Grantor or any other
creditor thereof shall have any rights hereunder and neither the Company nor any Grantor may rely
on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of
the Company or any other Grantor, which are absolute and unconditional, to pay the ABL Obligations
and the Secured Obligations as and when the same shall become due and payable in accordance with
their terms.



8.17. Marshalling of Assets. The Collateral Trustee, the Secured Debt Representatives
and the Secured Debt Claimholders hereby each waives any and all rights to have the ABL Collateral,
or any part thereof, marshaled upon any foreclosure or other enforcement of the ABL Agent’s or the
Collateral Trustee’s Liens. The ABL Agent and each ABL Claimholder hereby waive any and all rights
to have the Shared Collateral, or any part thereof, marshaled upon any foreclosure or other
enforcement of the Collateral Trustee’s or the ABL Agent’s Liens.



8.18. Patriot Act. The parties hereto acknowledge that in accordance with Section 326
of the USA Patriot Act the Collateral Trustee and the ABL Agent, like all financial institutions,
are required to obtain, verify, and record information that identifies each person or legal entity
that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas or
the ABL Agent, as the case may be. The parties to this Agreement agree that they will provide the
Collateral Trustee and the ABL Agent, as the case may be, with such information as it may request
in order for the Collateral Trustee and the ABL Agent, as the case may be, to satisfy the
requirements of the USA Patriot Act.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.




ABL Agent




[      ]


as ABL Agent, and as authorized representative of the
ABL Claimholders




	 	 	 	By:






Name:


Title:




Notice Address:




[      ]


[      ]


[      ]


[      ]


Attention: [      ]



1




Collateral Trustee




DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Trustee and as authorized representative of the
Secured Debt Representatives and Secured Debt
Claimholders




By: DEUTSCHE BANK NATIONAL TRUST COMPANY




	 	 	 	By:






Name:


Title:




	 	 	 	By:






Name:


Title:




Notice Address:




Deutsche Bank Trust Company Americas






Trust & Securities Services


60 Wall Street, MS NYC60-2710


New York, New York 10005


Attn: Corporates Team Deal Manager — Unisys


Telephone: 908-608-3191


Telecopier: 732-578-4635




With a copy to:




Deutsche Bank Trust Company Americas


c/o Deutsche Bank National Trust Company


Trust & Securities Services


25 DeForest Avenue, MS SUM01-0105


Summit, New Jersey 07901


Attn: Corporates Team Deal Manager — Ameristar


Telephone: 908-608-3191


Facsimile: 732-578-4635



2



Acknowledged and Agreed to by:



Company



UNISYS CORPORATION




	 	 	By:






Name:


Title:



Notice Address:


[      ]


[      ]


[      ]



Guarantors



[      ]




	 	 	By:






Name:


Title:



Notice Address:


[      ]


[      ]


[      ]



EXHIBIT A

FORM OF INTERCREDITOR AGREEMENT JOINDER




The undersigned,       , a       , hereby agrees to become party
as [a Grantor] [ABL Agent] [ABL Claimholder] [Collateral Trustee] [Secured Debt Representative]
under the Intercreditor Agreement dated as of [      ] (the “Intercreditor Agreement”) among
Unisys Corporation, a Delaware corporation, the Guarantors from time to time party thereto,
[      ], in its capacity as collateral agent for the ABL Lenders, Deutsche Bank Trust Company
Americas, a banking corporation duly organized under the laws of the State of New York, in its
capacity as collateral trustee for (i) the First Lien Trustee for the First Lien Noteholders and
the First Lien Noteholders, (ii) the Second Lien Trustee for the Second Lien Noteholders and the
First Lien Noteholders and (iii) any future ABL Claimholder or Secured Debt Representative, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time,
for all purposes thereof on the terms set forth therein, and to be bound by the terms of the
Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor
Agreement as of the date thereof. The provisions of Article VIII of the Intercreditor Agreement
will apply with like effect to this Joinder. Terms used in this Intercreditor Agreement Joinder
but not defined herein shall have the meanings given to such terms in the Intercreditor Agreement.



3



IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement Joinder to be
executed by their respective officers or representatives as of       , 20      .




[      ]




	 	 	 	By:






Name:


Title:



Acknowledged and Agreed to by:



ABL Agent



[      ],


as ABL Agent, and as authorized representative of the ABL Claimholders




	 	 	By:





Name:


Title:



Collateral Trustee



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Trustee and as authorized representative of the
Secured Debt Representatives and Secured Debt Claimholders



By: DEUTSCHE BANK NATIONAL TRUST COMPANY




	 	 	By:





Name:


Title:




	 	 	By:





Name:


Title:



EXHIBIT E

to Collateral Trust Agreement




FORM OF MORTGAGE

FIRST LIEN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT

OF RENTS AND LEASES AND FIXTURE FILING

BY AND FROM

UNISYS CORPORATION

“MORTGAGOR”

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS,

AS COLLATERAL TRUSTEE,

“MORTGAGEE”

DATED AS OF ___________ __, 2009

LOCATION: 41100 PLYMOUTH ROAD

TOWNSHIP: PLYMOUTH TOWNSHIP

COUNTY: WAYNE

STATE: MICHIGAN




PREPARED BY, RECORDING REQUESTED BY,


AND WHEN RECORDED MAIL TO:



Latham & Watkins LLP


885 Third Avenue


New York, New York 10022



Attention: Andrew Fishkoff, Esq.FIRST LIEN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS

AND LEASES AND FIXTURE FILING




This FIRST LIEN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE
FILING, is dated as of             , 2009 (as it may be amended, supplemented or otherwise
modified from time to time, this “Mortgage”), by and from UNISYS CORPORATION, a Delaware
corporation, with an address at Unisys Way, Blue Bell, Pennsylvania 19424 (“Mortgagor”) to
DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly organized under the laws of the
State of New York, with an address at 60 Wall Street, MS-NYC60-2710, New York, New York 10005, as
Collateral Trustee (as defined below) for the benefit of the Secured Parties (as defined below) (in
such capacity, together with its successors and assigns, “Mortgagee”).



RECITALS:




WHEREAS, reference is made to that certain Indenture, dated as of July 31, 2009 (as it may be
amended, supplemented or otherwise modified from time to time, the “Indenture”), entered into by
and among Mortgagor, the Guarantors party thereto from time to time, and Deutsche Bank Trust
Company Americas, in its capacity as trustee (together with its permitted successors in such
capacity, “First Lien Trustee”);



WHEREAS, reference is made to that certain Collateral Trust Agreement, dated as of July 31,
2009 (as it may be amended, supplemented or otherwise modified from time to time, the “Collateral
Trust Agreement”), entered into by and among Mortgagor, the Guarantors party thereto from time to
time, First Lien Trustee, Deutsche Bank Trust Company Americas, in its capacity as Second Lien
Trustee, the other Secured Debt Representatives party thereto from time to time, and Deutsche Bank
Trust Company Americas, in its capacity as collateral trustee (together with its permitted
successors in such capacity, “Collateral Trustee”);



WHEREAS, Mortgagor has issued 123/4 % Senior Secured Notes due 2014 (together with any
additional notes issued under the Indenture, the “Notes”) in an aggregate principal amount of
$384,962,000 pursuant to the Indenture;



WHEREAS, pursuant to the Collateral Trust Agreement, Mortgagee will hold certain Liens on
behalf of the Secured Parties (as defined below), including the Lien granted pursuant to this
Mortgage, as security for the Priority Lien Obligations;



WHEREAS, as an inducement to the advancement of the Priority Lien Debt and other
accommodations by the Secured Parties under the Collateral Trust Agreement, the Indenture and the
Priority Lien Documents, Mortgagor has agreed, subject to the terms and conditions hereof, the
Collateral Trust Agreement and the Priority Lien Documents, to mortgage its interests in the
Mortgaged Property (as defined below) for the benefit of the holders of Priority Lien Obligations
and each Priority Lien Representative (collectively, the “Secured Parties”); and



WHEREAS, Mortgagor acknowledges that it will derive substantial direct benefit from the
advancement of the Priority Lien Debt and other accommodations by the Secured Parties as set forth
in the Collateral Trust Agreement and the Priority Lien Documents.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, Mortgagee and Mortgagor agree as follows:



SECTION 1 DEFINITIONS



1.1 Definitions. All capitalized terms used herein (including the preamble and recitals hereto)
and not otherwise defined herein shall have the meanings ascribed thereto in the Collateral Trust
Agreement. The incorporation by reference of terms defined in the Collateral Trust Agreement shall
survive any termination of the Collateral Trust Agreement until this Agreement is terminated as
provided by the terms herein. In addition, as used herein, the following terms shall have the
following meanings:



“Mortgaged Property” means all of the following, but expressly excludes any Excluded Assets:
(i) the real property described in Exhibit A attached hereto and made a part hereof,
together with any greater or additional estate therein as hereafter may be acquired by Mortgagor
(the “Land”); (ii) all of Mortgagor’s right, title and interest in and to all improvements now
owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon
the Land subject to the Permitted Liens (the “Improvements”; the Land and Improvements are
collectively referred to as the “Premises”); (iii) all equipment, apparatus now owned or hereafter
acquired by Mortgagor and now or hereafter attached to or installed in any of the Improvements or
the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other
utilities whether or not situated in easements (the “Fixtures”); (iv) all right, title and interest
of Mortgagor in and to all goods, accounts, general intangibles, instruments, documents, chattel
paper and all other personal property of any kind or character, including such items of personal
property as defined in the UCC (defined below), now owned or hereafter acquired by Mortgagor and
now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise
related to the Premises (the “Personalty”); (v) to the extent not prohibited under the applicable
instrument, all of Mortgagor’s right, title and interest in and to all reserves, escrows or
impounds required under the Collateral Trust Agreement and any Priority Lien Document and all
deposit accounts maintained by Mortgagor with respect to the Mortgaged Property (the “Deposit
Accounts”); (vi) all leases, licenses, concessions, occupancy agreements or other agreements
(written or oral, now or at any time in effect) which grant to any Person (other than Mortgagor) a
possessory interest in, or the right to use, all or any part of the Mortgaged Property, together
with all related security and other deposits subject to depositors rights and requirements of law
(the “Leases”); (vii) all of the rents, revenues, royalties, income, proceeds, profits, security
and other types of deposits subject to depositors rights and requirements of law, and other
benefits paid or payable by parties to the Leases for using, leasing, licensing, possessing,
operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”),
(viii) to the extent mortgageable or assignable, all of Mortgagor’s right, title and interest in
and to other agreements, such as construction contracts, architects’ agreements, engineers’
contracts, utility contracts, maintenance agreements, management agreements, service contracts,
listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any
way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of
the Mortgaged Property (the “Property Agreements”); (ix) to the extent mortgageable or assignable,
all of Mortgagor’s right, title and interest in and to rights, privileges, tenements,
hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the
foregoing; (x) all property tax refunds payable to Mortgagor (the “Tax Refunds”); (xi) all
accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the
“Proceeds”); (xii) all insurance policies, unearned premiums therefor and proceeds from such
policies covering any of the above property now or hereafter acquired by Mortgagor (the
“Insurance”); and (xiii) all of Mortgagor’s right, title and interest in and to any awards,
damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to
be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty
(the “Condemnation Awards”). As used in this Mortgage, the term “Mortgaged Property” shall mean
all or, where the context permits or requires, any portion of the above or any interest therein.



“UCC” means the Uniform Commercial Code of New York or, if the creation, perfection and
enforcement of any security interest herein granted is governed by the laws of a state other than
New York, then, as to the matter in question, the Uniform Commercial Code in effect in that state.



1.2 Interpretation. References to “Sections” shall be to Sections of this Mortgage unless
otherwise specifically provided. Section headings in this Mortgage are included herein for
convenience of reference only and shall not constitute a part of this Mortgage for any other
purpose or be given any substantive effect. The rules of construction set forth in the Collateral
Trust Agreement shall be applicable to this Mortgage mutatis mutandis.



SECTION 2 GRANT



To secure the full and timely payment of the Priority Lien Debt and the full performance of
the Priority Lien Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS and CONVEYS
WITH POWER OF SALE (if available under State law), to Mortgagee the Mortgaged Property, subject,
however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee,
and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the
title to the Mortgaged Property unto Mortgagee for so long as any of the Priority Lien Debt remains
unpaid or the Priority Lien Obligations remain outstanding, upon the trust, terms and conditions
contained herein.



SECTION 3 WARRANTIES, REPRESENTATIONS AND COVENANTS



3.1 Title. Mortgagor represents and warrants to Mortgagee that (a) except for Permitted Liens and
Liens approved by Mortgagee appearing in Schedule B to the policy of title insurance being issued
in connection with this Mortgage (the “Permitted Encumbrances”), Mortgagor has valid, insurable
title to the Mortgaged Property, free and clear of all claims, liabilities, obligations, charges of
any kind or any Liens, (b) this Mortgage creates valid, enforceable Liens against the Mortgaged
Property subject to no Liens other than Permitted Encumbrances, (c) the Mortgaged Property is in
good operating order, condition and repair (ordinary wear and tear excepted), (d) Mortgagor has not
received any written notice of, nor has any knowledge of, the occurrence or pendency or
contemplation of any casualty or condemnation affecting all or any portion of the Premises and (e)
Mortgagor is in actual possession of the Premises.



3.2 First Lien Status. For so long as the Priority Lien Debt and Priority Lien Obligations remain
outstanding, Mortgagor shall preserve and protect the first lien and security interest status of
this Mortgage and the other Priority Lien Documents, subject to no Liens other than Permitted
Encumbrances, to the extent related to the Mortgaged Property. If any Lien other than a Permitted
Encumbrance is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its
expense, pay the underlying claim in full or take such other action so as to cause it to be
released.



3.3 Payment and Performance. Mortgagor shall pay the Priority Lien Debt when due under the
Priority Lien Documents and shall perform the Priority Lien Obligations in full when they are
required to be performed as required under the Priority Lien Documents.



3.4 Replacement of Fixtures. Except as otherwise permitted in the Collateral Trust Agreement and
the Priority Lien Documents, Mortgagor shall not, without the prior written consent of Mortgagee,
permit any of the Fixtures to be removed at any time from the Land or Improvements, unless the
removed item is removed temporarily for maintenance and repair or, if removed permanently, is
obsolete and is replaced by an article of equal or better suitability and value, owned by Mortgagor
subject to the liens and security interests of this Mortgage and the other Priority Lien Documents,
and free and clear of any other lien or security interest except such as may be permitted under the
Collateral Trust Agreement, any Priority Lien Document or first approved in writing by Mortgagee.



3.5 Inspection. Mortgagor shall permit Mortgagee, and Mortgagee’s agents, representatives and
employees, upon reasonable prior notice to Mortgagor, to inspect the Mortgaged Property and all
books and records of Mortgagor located thereon during regular business hours.



3.6 Covenants Running with the Land. For so long as the Priority Lien Debt and Priority Lien
Obligations remain outstanding or until the Lien of this Mortgage is released pursuant to Section 9
hereof: all of the obligations of Mortgagor (including the Priority Lien Obligations) contained in
this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants
running with the Mortgaged Property; as used herein, “Mortgagor” shall refer to the party named in
the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the
Mortgaged Property; all Persons who may have or acquire an interest in the Mortgaged Property shall
be deemed to have notice of, and be bound by, the terms of the Priority Lien Documents; however, no
such party shall be entitled to any rights thereunder without the prior written consent of
Mortgagee; and all of the covenants of Mortgagor in any Priority Lien Document to which it is a
party are incorporated herein by reference and, together with covenants in this Section, shall be
covenants running with the land.



3.7 Condemnation Awards and Insurance Proceeds. Except as otherwise stated in the Collateral Trust
Agreement or any Priority Lien Document, Mortgagor assigns all awards and compensation to which it
is entitled for any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee and
authorizes Mortgagee to collect and receive such awards and compensation and to give proper
receipts and acquittances therefor, subject to the terms of the Collateral Trust Agreement and the
Priority Lien Documents. Except as otherwise stated in the Collateral Trust Agreement or any
Priority Lien Document, Mortgagor assigns to Mortgagee all proceeds of any insurance policies
insuring against loss or damage to the Mortgaged Property, subject to the terms of the Collateral
Trust Agreement and the Priority Lien Documents. Mortgagor authorizes Mortgagee to collect and
receive such proceeds and authorizes and directs the issuer of each of such insurance policies to
make payment for all such losses directly to Mortgagee, instead of to Mortgagor and Mortgagee
jointly.



3.8 Intentionally Deleted.



3.9 Mortgage Tax. Mortgagor shall (i) pay when due any tax imposed upon it or upon Mortgagee
pursuant to the tax law of the state in which the Mortgaged Property is located in connection with
the execution, delivery and recordation of this Mortgage and any of the other Priority Lien
Documents, and (ii) prepare, execute and file any form required to be prepared, executed and filed
in connection therewith.



3.10 Reduction Of Secured Amount. In the event that the amount secured by the Mortgage is less
than the Priority Lien Obligations, then the amount secured shall be reduced only by the last and
final sums that Mortgagor repays with respect to the Priority Lien Obligations and shall not be
reduced by any intervening repayments of the Priority Lien Obligations unless arising from the
Mortgaged Property. So long as the balance of the Priority Lien Obligations exceeds the amount
secured, any payments of the Priority Lien Obligations shall not be deemed to be applied against,
or to reduce, the portion of the Priority Lien Obligations secured by this Mortgage. Such payments
shall instead be deemed to reduce only such portions of the Priority Lien Obligations as are
secured by other collateral located outside of the state in which the Mortgaged Property is located
or as are unsecured.



3.11 Prohibited Transfers. Any sale, lease or conveyance of all or any part of the Mortgaged
Property shall be in accordance with the terms of the Collateral Trust Agreement and the Priority
Lien Documents.



SECTION 4 DEFAULT AND FORECLOSURE



4.1 Remedies. If a Secured Debt Default has occurred and is continuing, Mortgagee may, in addition
to all rights and remedies permitted pursuant to the Collateral Trust Agreement and the Priority
Lien Documents, to the extent permitted by applicable law and subject to the Collateral Trust
Agreement, at Mortgagee’s election, exercise any or all of the following rights, remedies and
recourses: (a) to the extent provided in, and in accordance with, the Collateral Trust Agreement,
declare the Priority Lien Obligations to be immediately due and payable, without further notice,
presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of
any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same
shall become immediately due and payable; (b) enter the Mortgaged Property and take exclusive
possession thereof and of all books, records and accounts relating thereto or located thereon. If
Mortgagor remains in possession of the Mortgaged Property after a Secured Debt Default has occurred
and is continuing and without Mortgagee’s prior written consent, Mortgagee may invoke any legal
remedies permitted by applicable law to (i) dispossess Mortgagor; (ii) hold, lease, develop,
manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee
may deem reasonable under the circumstances (making such repairs, alterations, additions and
improvements and taking other actions, from time to time, as Mortgagee deems necessary or
desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in
accordance with the provisions hereof; or (iii) institute proceedings for the complete foreclosure
of this Mortgage, either by judicial action or by power of sale, in which case the Mortgaged
Property may be sold for cash or credit in one or more parcels. With respect to any notices
required or permitted under the UCC, Mortgagor agrees that ten (10) days’ prior written notice
shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings,
power of sale, or any other legal right, remedy or recourse, the title to and right of possession
of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by
law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest,
claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to
the property sold and such sale shall be a perpetual bar both at law and in equity against
Mortgagor, and against all other Persons claiming or to claim the property sold or any part
thereof, by, through or under Mortgagor. Mortgagee or any of the Secured Parties may be a
purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion
of the purchase price that would be distributed to Mortgagee against the Priority Lien Obligations
in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action or
appraisement of the Mortgaged Property is waived, Mortgagee may make application to a court of
competent jurisdiction for, and obtain from such court as a matter of strict right and without
notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the
Priority Lien Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor
irrevocably consents to such appointment. Any such receiver shall have all the usual powers and
duties of receivers in similar cases, including the full power to rent, maintain and otherwise
operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply
such Rents in accordance with the provisions hereof. Mortgagee may further exercise all other
rights, remedies and recourses granted under the Priority Lien Documents or otherwise available at
law or in equity.



4.2 Separate Sales. The Mortgaged Property may be sold in one or more parcels and in such manner
and order as Mortgagee in its sole discretion may elect; the right of sale arising out of any
Secured Debt Default shall not be exhausted by any one or more sales.



4.3 Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee shall have all rights, remedies
and recourses granted in this Mortgage, the Priority Lien Documents and available at law or equity
(including the UCC), which rights (a) shall be cumulated and concurrent, (b) may be pursued
separately, successively or concurrently against Mortgagor or others obligated under the Priority
Lien Documents, or against the Mortgaged Property, or against any one or more of them, at the sole
discretion of Mortgagee, (c) may be exercised as often as occasion therefor shall arise, and the
exercise or failure to exercise any of them shall not be construed as a waiver or release thereof
or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.
No action by Mortgagee in the enforcement of any rights, remedies or recourses under the Priority
Lien Documents or otherwise at law or equity shall be deemed to cure any Secured Debt Default.



4.4 Release of and Resort to Collateral. Subject to the Collateral Trust Agreement, Mortgagee may
release, regardless of consideration and without the necessity for any notice to or consent by the
holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property
without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien
or security interest created in or evidenced by the Priority Lien Documents or their status as a
Lien subject to no Liens other than Permitted Liens on the Mortgaged Property. For payment of the
Priority Lien Obligations, Mortgagee may resort to any other security in such order and manner as
Mortgagee may elect.



4.5 Waiver of Redemption, Notice and Marshalling of Assets. Except as may otherwise be required
under the Collateral Trust Agreement or the Priority Lien Documents, and to the fullest extent
permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all
benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or
law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on
execution or providing for any stay of execution, exemption from civil process, redemption or
extension of time for payment; (b) all notices of any Secured Debt Default or of Mortgagee’s
election to exercise or the actual exercise of any right, remedy or recourse provided for under the
Priority Lien Documents; and (c) any right to a marshalling of assets or a sale in inverse order of
alienation. Mortgagor waives the statutory right of redemption and equity of redemption.



4.6 Discontinuance of Proceedings. If Mortgagee shall have proceeded to invoke any right, remedy
or recourse permitted under the Priority Lien Documents and shall thereafter elect to discontinue
or abandon it for any reason, Mortgagee shall have the unqualified right to do so and, in such an
event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the the
Priority Lien Obligations, the Priority Lien Documents, the Mortgaged Property and otherwise, and
the rights, remedies, recourses and powers of Mortgagee shall continue as if the right, remedy or
recourse had never been invoked, but no such discontinuance or abandonment shall waive any Secured
Debt Default which may then exist or the right of Mortgagee thereafter to exercise any right,
remedy or recourse under this Mortgage or the Priority Lien Documents for such Secured Debt
Default.



4.7 Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts
generated by the holding, leasing, management, operation or other use of the Mortgaged Property,
shall be applied by Mortgagee (or the receiver, if one is appointed) in accordance with the terms
of the Collateral Trust Agreement and any applicable Priority Lien Document.



4.8 Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof will
divest all right, title and interest of Mortgagor in and to the property sold. Subject to
applicable law, any purchaser at a foreclosure sale will receive immediate possession of the
property purchased. If Mortgagor retains possession of such property or any part thereof
subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and
will, if Mortgagor remains in possession after demand to remove, be subject to eviction and
removal, forcible or otherwise, with or without process of law.



4.9 Additional Advances and Disbursements; Costs of Enforcement. If any Secured Debt Default
exists, Mortgagee shall have the right, but not the obligation, to cure such Secured Debt Default
in the name and on behalf of Mortgagor in accordance with the Collateral Trust Agreement and the
Priority Lien Documents. All sums advanced and expenses incurred at any time by Mortgagee under
this Section, or otherwise under this Mortgage or any of the other Priority Lien Documents or
applicable law, shall bear interest from the date that such sum is advanced or expense incurred if
not repaid within five (5) days after demand therefor, to and including the date of reimbursement,
computed at the rate or rates at which interest is then computed on the Priority Lien Obligations,
and all such sums, together with interest thereon, shall be secured by this Mortgage. Mortgagor
shall pay all expenses (including reasonable attorneys’ fees and expenses) of or incidental to the
perfection and enforcement of this Mortgage and the other Priority Lien Documents, or the
enforcement, compromise or settlement of the Priority Lien Obligations or any claim under this
Mortgage and the other Priority Lien Documents, and for the curing thereof, or for defending or
asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise.



4.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies under this
Section, the assignment of the Rents and Leases under Section 5, the security interests under
Section 6, nor any other remedies afforded to Mortgagee under the Priority Lien Documents, at law
or in equity shall cause Mortgagee or any Secured Party to be deemed or construed to be a mortgagee
in possession of the Mortgaged Property, to obligate Mortgagee or any Secured Party to lease the
Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or
discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.



SECTION 5 ASSIGNMENT OF RENTS AND LEASES



5.1 Assignment. In furtherance of and in addition to the assignment made by Mortgagor herein,
Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee
all of its right, title and interest in and to all Leases, whether now existing or hereafter
entered into, and all of its right, title and interest in and to all Rents. This assignment is an
absolute assignment and not an assignment for additional security only. So long as no Secured Debt
Default shall have occurred and be continuing, Mortgagor shall have a revocable license from
Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to
receive and collect all Rents and to hold the Rents in trust for use in the payment and performance
of the Priority Lien Obligations and to otherwise use the same. The foregoing license is granted
subject to the conditional limitation that no Secured Debt Default shall have occurred and be
continuing. Upon the occurrence and during the continuance of a Secured Debt Default, whether or
not legal proceedings have commenced, and without regard to waste, adequacy of security for the
Priority Lien Obligations or solvency of Mortgagor, the license herein granted shall automatically
expire and terminate, without notice by Mortgagee (any such notice being hereby expressly waived by
Mortgagor).



5.2 Perfection Upon Recordation. Mortgagor acknowledges that Mortgagee has taken all reasonable
actions necessary to obtain, and that upon recordation of this Mortgage, Mortgagee shall have, to
the extent permitted under applicable law, a valid and fully perfected, present assignment of the
Rents arising out of the Leases and all security for such Leases and in the case of security
deposits, rights of depositors and requirements of law, in each case, subject to no Liens other
than Permitted Liens. Mortgagor acknowledges and agrees that upon recordation of this Mortgage,
Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as
to Mortgagor and all third parties, including, without limitation, any subsequently appointed
trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the
necessity of commencing a foreclosure action with respect to this Mortgage, making formal demand
for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.



5.3 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the
Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security
agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created
by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in
bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all
Rents acquired by the estate after the commencement of any case in bankruptcy.



SECTION 6 SECURITY AGREEMENT



6.1 Security Interest. This Mortgage constitutes a “security agreement” on personal property
within the meaning of the UCC and other applicable law and with respect to the Personalty,
Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance
and Condemnation Awards. To this end, Mortgagor grants to Mortgagee a security interest in the
Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds,
Insurance, Condemnation Awards and all other Mortgaged Property which is personal property to
secure the payment and performance of the Priority Lien Obligations subject to no Liens other than
Permitted Liens, and agrees that Mortgagee shall have all the rights and remedies of a secured
party under the UCC with respect to such property. Any notice of sale, disposition or other
intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit
Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to
Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable
notice to Mortgagor.



6.2 Financing Statements. Mortgagor shall execute, in form and substance satisfactory to
Mortgagee, such financing statements and such further assurances as Mortgagee may, from time to
time, reasonably consider necessary to create, perfect and preserve Mortgagee’s security interest
hereunder and Mortgagor, upon request by Mortgagee, shall cause such statements and assurances to
be recorded and filed, at such times and places as may be required or permitted by law to so
create, perfect and preserve such security interest. Mortgagor’s chief executive office is as set
forth in the Collateral Trust Agreement.



6.3 Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the
UCC against all of the Mortgaged Property which is or is to become fixtures. Information
concerning the security interest herein granted may be obtained at the addresses of Debtor
(Mortgagor) and Secured Party (Mortgagee) as set forth in the first paragraph of this Mortgage.



SECTION 7 ATTORNEY-IN-FACT



Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its
attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a)
to execute and/or record any notices of completion, cessation of labor or any other notices that
Mortgagee deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so
within ten (10) days after written request by Mortgagee, (b) upon the issuance of a deed pursuant
to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute
all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents,
Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance and
Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable
for such purpose, (c) to prepare, execute and file or record financing statements, continuation
statements, applications for registration and like papers necessary to create, perfect or preserve
Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) while any
Secured Debt Default exists, to perform any obligation of Mortgagor hereunder; provided, (i)
Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor;
(ii) any sums advanced by Mortgagee in such performance shall be added to and included in the
Priority Lien Obligations and shall bear interest at the rate or rates at which interest is then
computed on the Priority Lien Obligations provided that from the date incurred said advance is not
repaid within five (5) days demand therefor; (iii) Mortgagee as such attorney-in-fact shall only be
accountable for such funds as are actually received by Mortgagee; and (iv) Mortgagee shall not be
liable to Mortgagor or any other person or entity for any failure to take any action which it is
empowered to take under this Section.



SECTION 8 MORTGAGEE AS AGENT



Mortgagee has been appointed to act as Mortgagee hereunder by the Secured Parties pursuant to
the Collateral Trust Agreement and by their acceptance of the benefits hereof. Mortgagee shall be
obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking any action (including the
release or substitution of Mortgaged Property), solely in accordance with this Mortgage, the
Collateral Trust Agreement and the Priority Lien Documents. In furtherance of the foregoing
provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees
that it shall have no right individually to realize upon any of the Mortgaged Property, it being
understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised
solely by Mortgagee for the benefit of the Secured Parties in accordance with the terms of this
Section. Mortgagee shall at all times be the same Person that is Collateral Trustee under the
Collateral Trust Agreement. Written notice of resignation by Collateral Trustee pursuant to terms
of the Collateral Trust Agreement shall also constitute notice of resignation as Mortgagee under
this Mortgage; removal of Collateral Trustee pursuant to the terms of the Collateral Trust
Agreement shall also constitute removal as Mortgagee under this Mortgage; and appointment of a
successor Collateral Trustee pursuant to the terms of the Collateral Trust Agreement shall also
constitute appointment of a successor Mortgagee under this Mortgage. Upon the acceptance of any
appointment as Collateral Trustee under the terms of the Collateral Trust Agreement by a successor
Collateral Trustee, that successor Collateral Trustee shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed Mortgagee under this
Mortgage, and the retiring or removed Mortgagee under this Mortgage shall promptly (i) transfer to
such successor Mortgagee all sums, securities and other items of Mortgaged Property held hereunder,
together with all records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Mortgagee under this Mortgage, and (ii) execute and
deliver to such successor Mortgagee such amendments to financing statements, and take such other
actions, as may be necessary or appropriate in connection with the assignment to such successor
Mortgagee of the security interests created hereunder, whereupon such retiring or removed Mortgagee
shall be discharged from its duties and obligations under this Mortgage thereafter accruing. After
any retiring or removed Collateral Trustee’s resignation or removal hereunder as Mortgagee, the
provisions of this Mortgage shall continue to enure to its benefit as to any actions taken or
omitted to be taken by it under this Mortgage while it was Mortgagee hereunder.



SECTION 9 TERMINATION AND RELEASE.



Upon payment and performance in full of the Priority Lien Obligations or as otherwise provided
under the Collateral Trust Agreement and the Priority Lien Documents, subject to and in accordance
with the terms and provisions of the Collateral Trust Agreement and the Priority Lien Documents,
Mortgagee, at Mortgagor’s expense, shall release the liens and security interests created by this
Mortgage or reconvey the Mortgaged Property to Mortgagor.



SECTION 10 LOCAL LAW PROVISIONS



	 	 	 
	[to be provided, if any, by local counsel or title company]

	SECTION 11

	 	MULTI-SITE REAL ESTATE TRANSACTIONS.






Mortgagor acknowledges that this Mortgage is one of a number of Mortgages and other security
documents (“Other Mortgages”) that secure the Priority Lien Obligations. Mortgagor agrees that,
subject to the terms of Section 9 hereof, the lien of this Mortgage shall be absolute and
unconditional and shall not in any manner be affected or impaired by any acts or omissions
whatsoever of Mortgagee, and without limiting the generality of the foregoing, the lien hereof
shall not be impaired by any acceptance by Mortgagee of any security for or guarantees of the
Priority Lien Obligations, or by any failure, neglect or omission on the part of Mortgagee to
realize upon or protect any of the Priority Lien Obligations or any collateral security therefor
including the Other Mortgages. Subject to the terms of Section 9 hereof, the lien of this Mortgage
shall not in any manner be impaired or affected by any release (except as to the property
released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence,
alteration, changing, modification or disposition of any of the Priority Lien Obligations or of any
of the collateral security therefor, including the Other Mortgages or any guarantee thereof, and,
to the fullest extent permitted by applicable law, Mortgagee may at its discretion foreclose,
exercise any power of sale, or exercise any other remedy available to it under any or all of the
Other Mortgages without first exercising or enforcing any of its rights and remedies hereunder.
Such exercise of Mortgagee’s rights and remedies under any or all of the Other Mortgages shall not
in any manner impair the indebtedness hereby secured or the lien of this Mortgage and any exercise
of the rights and remedies of Mortgagee hereunder shall not impair the lien of any of the Other
Mortgages or any of Mortgagee’s rights and remedies thereunder. To the fullest extent permitted by
applicable law, Mortgagor specifically consents and agrees that Mortgagee may exercise its rights
and remedies hereunder and under the Other Mortgages separately or concurrently and in any order
that it may deem appropriate and waives any right of subrogation.



SECTION 12 MISCELLANEOUS



12.1 Notices. Any notice required or permitted to be given under this Mortgage shall be given in
accordance with the notice provisions of the Collateral Trust Agreement. No failure or delay on
the part of Mortgagee in the exercise of any power, right or privilege hereunder or under any other
Priority Lien Document shall impair such power, right or privilege or be construed to be a waiver
of any default or acquiescence therein, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other power, right or
privilege. All rights and remedies existing under this Mortgage and the other Priority Lien
Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In
case any provision in or obligation under this Mortgage shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby. All covenants hereunder shall be given independent effect so that if
a particular action or condition is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Secured Debt Default if such action is taken or condition
exists. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor
and their respective successors and assigns. Except as permitted in the Collateral Trust Agreement
and the Priority Lien Documents, Mortgagor shall not, without the prior written consent of
Mortgagee, assign any rights, duties or obligations hereunder. Upon payment and performance in
full of the Priority Lien Obligations, subject to and in accordance with the terms and provisions
of the Collateral Trust Agreement and the Priority Lien Documents, Mortgagee, at Mortgagor’s
expense, shall release the liens and security interests created by this Mortgage or reconvey the
Mortgaged Property to Mortgagor or, at the request of Mortgagor, assign this Mortgage without
recourse. This Mortgage, the Collateral Trust Agreement and the Priority Lien Documents embody the
entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior
agreements and understandings between such parties relating to the subject matter hereof and
thereof. Accordingly, the Collateral Trust Agreement and the Priority Lien Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.



12.2 Governing Law. THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND
ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED. ALL OTHER PROVISIONS OF
THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



12.3 Intentionally Deleted.



12.4 Time of Essence. Time is of the essence of this Mortgage.



12.5 WAIVER OF JURY TRIAL. MORTGAGOR AND MORTGAGEE EACH WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE
IN RESOLVING ANY DISPUTE WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF, CONNECTED
WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
MORTGAGE. ANY SUCH DISPUTES SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.



12.6 Collateral Trust Agreement; ABL Intercreditor Agreement



(a) Notwithstanding anything herein to the contrary, the lien and security interest granted to
Mortgagee pursuant to this Mortgage and the exercise of any right or remedy by Mortgagee hereunder
are subject to the provisions of the Collateral Trust Agreement. In the event of any conflict
between the subject matter provisions of the Collateral Trust Agreement and this Mortgage, such
provisions set forth in the Collateral Trust Agreement shall govern.



(b) No amendment or waiver of any provision of this Mortgage shall be effective unless such
amendment or waiver is made in compliance with the Collateral Trust Agreement, to the extent
provided for therein.



(c) Notwithstanding anything herein to the contrary, the lien and security interest granted to
Mortgagee pursuant to this Mortgage and the exercise of any right or remedy by Mortgagee hereunder
may be subject to the provisions of an ABL Intercreditor Agreement. In the event of any conflict
between the terms of an ABL Intercreditor Agreement and this Mortgage, the terms of the ABL
Intercreditor Agreement shall govern and control.



12.7 Successors and Assigns. This Mortgage shall be binding upon and inure to the benefit of
Mortgagee and Mortgagor and their respective successors and assigns. Mortgagor shall not, without
the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder.



12.8 No Waiver. Any failure by Mortgagee to insist upon strict performance of any of the terms,
provisions or conditions of the Collateral Trust Agreement or the Priority Lien Documents shall not
be deemed to be a waiver of same, and Mortgagee shall have the right at any time to insist upon
strict performance of all of such terms, provisions and conditions.



12.9 Subrogation. To the extent proceeds of the Priority Lien Obligations have been used to
extinguish, extend or renew any indebtedness against the Mortgaged Property, then Mortgagee shall
be subrogated to all of the rights, liens and interests existing against the Mortgaged Property and
held by the holder of such indebtedness and such former rights, liens and interests, if any, are
not waived, but are continued in full force and effect in favor of Mortgagee.



12.10 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it
may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage
of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium
law now or hereafter in force and effect so as to prevent or hinder the enforcement of the
provisions of this Mortgage or the indebtedness secured hereby, or any agreement between Mortgagor
and Mortgagee or any rights or remedies of Mortgagee.



12.11 Counterparts. This Mortgage is being executed in several counterparts, all of which are
identical, except that to facilitate recordation, if the Mortgaged Property is situated offshore or
in more than one county, descriptions of only those portions of the Mortgaged Property located in
the county in which a particular counterpart is recorded shall be attached as Exhibit A
thereto. Each of such counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.



[Remainder of page intentionally left blank]





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IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgment hereto,
effective as of the date first above written, caused this instrument to be duly executed and
delivered by authority duly given.




UNISYS CORPORATION, a Delaware corporation




By:      

Name:

Title:




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[APPROPRIATE NOTARY BLOCK]



EXHIBIT A TO

MORTGAGE




Legal Description of Premises:EXHIBIT F

to Collateral Trust Agreement





	 	1.	 	The mortgagor under the Mortgage is authorized to do business and is in good standing
in the jurisdiction in which the Mortgaged Property is located.






	 	2.	 	The Mortgages have been duly authorized, executed and delivered by the Company,






	 	3.	 	Except for filings which are necessary to perfect the security interests granted under
the Mortgages and such other filings, authorizations or approvals as are specifically
contemplated by the Mortgages, no authorizations or approvals of, and no filings with, any
governmental or regulatory authority or agency of the United States or the state of
     (the “State”) are necessary for the execution, delivery or performance
of the Mortgages by the Company.






	 	4.	 	The Mortgages constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.






	 	5.	 	The execution and delivery by the Company of the Mortgages and the consummation of the
transactions contemplated thereby do not conflict with or violate any federal or State law,
rule, regulation or ordinance applicable to the Company.






	 	6.	 	The choice of law provisions contained in the Mortgages will be upheld and enforced by
the courts of the State and Federal courts sitting in and applying the laws of the State.






	 	7.	 	The Mortgages to be recorded in the State are in form satisfactory for recording. The
recording of the Mortgages in the office of        for the County of
     , in the State and the filing and recording of the Mortgages as a Fixture
Filing, are the only recordings or filings necessary to publish notice of and to establish
of record the rights of the parties thereto and to perfect the liens and security interests
granted by the Company pursuant to the Mortgages in the real property (including fixtures)
covered thereby. The filing of the Mortgages as a fixture filing complies in all respects
with applicable provisions of the Uniform Commercial Code as in effect in the State (the
“UCC”) and are in appropriate form for filing or recording and the description
therein of the real property (including fixtures) covered thereby is adequate to permit the
perfection of such security interests. Upon the execution and delivery of such Mortgages,
such liens and security interests shall be created and upon the recording and filing of the
Mortgages as aforesaid, such liens and security interests shall be perfected. No documents
or instruments other than those referred to in this paragraph need be recorded, registered
or filed in any public office in the State in order to publish notice of the applicable
Mortgage or to perfect such liens and security interests or for the validity or
enforceability of any of the Mortgages or to permit Mortgagee to enforce its rights
thereunder in the courts of the State.






	 	8.	 	Except for       , no recording, filing, privilege or other tax must be paid by
either the Company or Mortgagee in connection with the execution, delivery, recordation or
enforcement of the Mortgages.






	 	9.	 	The Mortgages to be recorded in the State creates valid security interests in favor of
Mortgagee in the [Collateral] to the extent the UCC is applicable thereto, as security for
the payment or performance of the [Priority/Junior] Lien Obligations (as defined in each
such Mortgage).






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